Registration Of Charges, Receivers & Managers

Register security over company assets and record receiver and manager appointments

When a company gives its assets as security for a loan, this is called a charge, and it must be registered. We prepare and file the right form for each type of charge and for any later changes. If a receiver or manager is appointed over the company’s assets, we also file the notices for their appointment and for when they stop acting. This keeps your company’s record correct and up to date. Forms covered: MR01, MR02, MR03, MR06, MR08, MR09, MR10, RM01, RM02.

MR01 Particulars of a Charge (Version 3.0, 05/24)

Purpose

MR01 is made under sections 859A and 859J of the Companies Act 2006 and is used to register a charge created or evidenced by an instrument. It cannot be used to register a charge where there is no instrument; form MR08 is used for that. A fee of £24 is payable to Companies House for each mortgage or charge filed on paper; cheques or postal orders are made payable to ‘Companies House’. The form can be filed online.

Deadlines

The form must be delivered to the Registrar within 21 days beginning with the day after the date of creation of the charge. If delivered outside the 21 days it is rejected unless accompanied by a court order extending the time for delivery.

Requirements

The company name and number must match the public register, and the date the charge was created and the names of the persons entitled to the charge must be entered. The appropriate boxes in sections 3, 5, 6, 7 and 8 must be ticked, a description given in section 4 if appropriate, the form authenticated and the correct fee enclosed.

Filing Process

Section 1 gives the company number and name. Section 2 gives the charge creation date. Section 3 gives the names of each of the persons, security agents or trustees entitled to the charge; if there are more than four names, any four are supplied and the confirmation statement is ticked. Section 4 gives a short description of any land, ship, aircraft or intellectual property registered or required to be registered in the UK that is subject to a charge (not a floating charge) or fixed security in the instrument; if there are many plots or items, some are described with a statement such as ‘for more details please refer to the instrument’, and the description is limited to the space available. Section 5 asks yes or no whether the instrument includes a charge (not a floating charge) or fixed security over any other tangible or intangible (in Scotland, corporeal or incorporeal) property. Section 6 asks whether the instrument is expressed to contain a floating charge (if yes, continue; if no, go to section 7) and whether it is expressed to cover all the property and undertaking of the company. Section 7 asks yes or no whether any terms of the charge prohibit or restrict the company from creating further security ranking equally with or ahead of the charge (negative pledge). Section 8 is the trustee statement, ticked if the company named in section 1 is acting as trustee of the property or undertaking subject to the charge, and it may be filed after registration using form MR06. Section 9 is the authentication by printed name (no signature is needed), given by a person with an interest in the charge.

MR02 Particulars of a Charge Subject to Which Property or Undertaking Has Been Acquired (Version 3.0, 05/24)

Purpose

MR02 is made under sections 859C and 859J of the Companies Act 2006 and is used to register particulars of a charge subject to which property or undertaking has been acquired, where the charge was created or evidenced by an instrument. It cannot be used where there is no instrument; form MR09 is used for that. A fee of £24 is payable to Companies House for each mortgage or charge filed on paper; cheques or postal orders are made payable to ‘Companies House’. The form can be filed online.

Deadlines

The form does not print a filing deadline.

Requirements

The company name and number must match the public register, and the date the charge was created, the date the property or undertaking was acquired and the names of the persons entitled to the charge must be entered. The appropriate boxes in sections 4, 6, 7, 8 and 9 must be ticked, a description given in section 5 if appropriate, the form authenticated and the correct fee enclosed.

Filing Process

Section 1 gives the company number and name. Section 2 gives the charge creation date and section 3 the date the property or undertaking was acquired. Section 4 gives the names of each of the persons, security agents or trustees entitled to the charge; if there are more than four names, any four are supplied and the confirmation statement is ticked. Section 5 gives a short description of any land, ship, aircraft or intellectual property registered or required to be registered in the UK that is subject to a charge (not a floating charge) or fixed security in the instrument, with a statement such as ‘for more details please refer to the instrument’ where there are many items, limited to the space available. Section 6 asks yes or no whether the instrument includes a charge (not a floating charge) or fixed security over any other tangible or intangible (in Scotland, corporeal or incorporeal) property. Section 7 asks whether the instrument is expressed to contain a floating charge (if yes, continue; if no, go to section 8) and whether it is expressed to cover all the property and undertaking of the company. Section 8 asks yes or no whether any terms of the charge prohibit or restrict the company from creating further security ranking equally with or ahead of the charge (negative pledge). Section 9 is the trustee statement, ticked if the company named in section 1 is acting as trustee of the property or undertaking subject to the charge, and it may be filed after registration using form MR06. Section 10 is the authentication by printed name (no signature is needed), given by a person with an interest in the charge.

MR03 Particulars for the Registration of a Charge to Secure a Series of Debentures (Version 3.0, 05/24)

Purpose

MR03 is made under sections 859B and 859J of the Companies Act 2006 and is used to register a charge to secure a series of debentures created or evidenced by an instrument. It cannot be used where there is no instrument; form MR10 is used for that. A fee of £24 is payable to Companies House for each mortgage or charge filed on paper; cheques or postal orders are made payable to ‘Companies House’.

Deadlines

The form must be delivered to the Registrar within 21 days beginning with the day after the date of the execution of the instrument. If delivered outside the 21 days it is rejected unless accompanied by a court order extending the time for delivery.

Requirements

The company name and number must match the public register, and the charge creation date, resolution date, covering instrument date and trustee names must be entered. The appropriate boxes in sections 5, 7, 8, 9 and 10 must be ticked, a description given in section 6 if appropriate, the form authenticated and the correct fee enclosed. A certified copy of the instrument must be enclosed; it is scanned and placed on the public record, and the original must not be sent.

Filing Process

Section 1 gives the company number and name. Section 2 gives the charge creation date, section 3 the date of the resolution authorising the issue of the series and section 4 the date of the covering instrument by which the series is created or defined. Section 5 gives the names of the trustees for the debenture holders; if there are more than four, any four are supplied and the statement that there are more than four trustees is ticked. Section 6 gives a short description of any land, ship, aircraft or intellectual property registered or required to be registered in the UK that is subject to a charge (not a floating charge) or fixed security in the instrument; if there are many plots or items, some are described with a statement such as ‘for more details please refer to the instrument’, and the description is limited to the space available. Section 7 asks yes or no whether the instrument includes a charge (not a floating charge) or fixed security over any other tangible or intangible (in Scotland, corporeal or incorporeal) property. Section 8 asks whether the instrument is expressed to contain a floating charge (if yes, continue; if no, go to section 9) and whether it is expressed to cover all the property and undertaking of the company. Section 9 asks yes or no whether any terms prohibit or restrict the company from creating further security ranking equally with or ahead of the charge (negative pledge). Section 10 is the trustee statement, ticked if the company named in section 1 is acting as trustee of the property or undertaking subject to the charge, and it may be filed after registration using form MR06. Section 11 is the authentication by printed name (no signature is needed), given by a person with an interest in the charge.

MR06 Statement of Company Acting as a Trustee (Version 2.0, 03/26)

Purpose

MR06 is made under section 859J of the Companies Act 2006 and is used to register a statement that a company is acting as a trustee after a charge created on or after 6 April 2013 has been registered. It cannot be used for an LLP; form LL MR06 is used for that.

Deadlines

The form does not print a filing deadline. It is filed after the charge has been registered.

Requirements

The company name and number must match the public register, the charge code must be shown and the form signed.

Filing Process

Section 1 gives the company number and name. Section 2 gives the charge code, which is the unique reference code allocated by the registrar and is found on the certificate. Section 3 is the confirmation and signature: the form confirms that the company is acting as a trustee of property or an undertaking subject to the charge and is signed by a person with an interest in the charge.

MR08 Particulars of a Charge Where There Is No Instrument (Version 2.0, 05/24)

Purpose

MR08 is made under sections 859A and 859J of the Companies Act 2006 and is used to register a charge where there is no instrument. It cannot be used for a charge created or evidenced by an instrument; form MR01 is used for that. A fee of £24 is payable to Companies House for each mortgage or charge filed on paper; cheques or postal orders are made payable to ‘Companies House’.

Deadlines

Requirements

The company name and number must match the public register, and the charge creation date, names of persons entitled to the charge, nature of the charge, description of the property or undertaking and details of the obligations secured must be entered. The form must be authenticated and the correct fee enclosed. . The certificate is sent to the presenter’s address or, if none is given, to the company’s registered office.

Filing Process

Section 1 gives the company number and name. Section 2 gives the charge creation date. Section 3 gives the names of all persons in whose favour the charge has been created, or of any security agents or trustees holding the charge for the benefit of one or more persons. Section 4 describes the nature of the charge and section 5 gives a short description of the property or undertaking charged. Section 6 gives details of the obligations secured by the charge. Section 7 is the trustee statement, ticked if the company named in section 1 is acting as trustee of the property or undertaking subject to the charge, and it may be filed after registration using form MR06. Section 8 confirms that the charge is not created or evidenced by an instrument and is authenticated by printed name (no signature is needed) by a person with an interest in the charge. A continuation page is used if more details or names need to be entered.

MR09 Particulars of a Charge Subject to Which Property or Undertaking Has Been Acquired Where There Is No Instrument (Version 3.0, 05/24)

Purpose

MR09 is made under sections 859C and 859J of the Companies Act 2006 and is used to register particulars of a charge subject to which property or undertaking has been acquired where there is no instrument. It cannot be used for a charge created or evidenced by an instrument; form MR02 is used for that. A fee of £24 is payable to Companies House for each mortgage or charge filed on paper; cheques or postal orders are made payable to ‘Companies House’.

Deadlines

The form does not print a filing deadline.

Requirements

The company name and number must match the public register, and the date the charge was created, the date the property or undertaking was acquired, the names of persons entitled to the charge, the nature of the charge, the description of the property or undertaking and the details of the obligations secured must be entered. The form must be authenticated and the correct fee enclosed.

Filing Process

Section 1 gives the company number and name. Section 2 gives the charge creation date and section 3 the date the property or undertaking was acquired. Section 4 gives the names of all persons in whose favour the charge has been created, or of any security agents or trustees holding the charge for the benefit of one or more persons. Section 5 describes the nature of the charge and section 6 gives a short description of the property or undertaking charged. Section 7 gives details of the obligations secured by the charge. Section 8 is the trustee statement, ticked if the company named in section 1 is acting as trustee of the property or undertaking subject to the charge, and it may be filed after registration using form MR06. Section 9 confirms that the charge is not created or evidenced by an instrument and is authenticated by printed name (no signature is needed) by a person with an interest in the charge. A continuation page is used if more details or names need to be entered.

MR10 Particulars for the Registration of a Charge to Secure a Series of Debentures Where There Is No Instrument (Version 3.0, 05/24)

Purpose

MR10 is made under sections 859B and 859J of the Companies Act 2006 and is used to register a charge to secure a series of debentures where there is no instrument. It cannot be used where there is an instrument; form MR03 is used for that. A fee of £24 is payable to Companies House for each mortgage or charge filed on paper; cheques or postal orders are made payable to ‘Companies House’.

Deadlines

The form must be delivered to the Registrar within 21 days beginning with the day after the date on which the first debenture of the series is executed. If delivered outside the 21 days it is rejected unless accompanied by a court order extending the time for delivery.

Requirements

The company name and number must match the public register, a certified copy of one of the debentures in the series must be included (it is scanned and placed on the public record), and the date the charge was created, the date of the resolution, the names of the trustees for the debenture holders, the nature of the charge, the description of the property or undertaking and the details of the obligations secured must be entered.

Filing Process

Section 1 gives the company number and name. Section 2 gives the charge creation date and section 3 the date of the resolution authorising the issue of the series. Section 4 gives the names of the trustees for the debenture holders; if there are more than four, any four are supplied and the statement that there are more than four trustees is ticked. Section 5 describes the nature of the charge and section 6 gives a short description of the property or undertaking charged. Section 7 gives details of the obligations secured by the charge. Section 8 is the trustee statement, ticked if the company named in section 1 is acting as trustee of the property or undertaking subject to the charge, and it may be filed after registration using form MR06. Section 9 confirms that the charge is not created or evidenced by an instrument and is authenticated by printed name (no signature is needed) by a person with an interest in the charge. A continuation page is used if more details need to be entered.

RM01 Notice of Appointment of an Administrative Receiver, Receiver or Manager (Version 2.0, 04/26)

Purpose

RM01 is made under section 859K of the Companies Act 2006 and is used to give notice of the appointment of an administrative receiver, receiver or manager of a company’s property or undertaking. It cannot be used to give notice of a cessation to act, for which form RM02 is used, and it cannot be used for a Scottish company.

Deadlines

The form does not print a deadline. Section 859K of the Companies Act 2006 requires notice to be given to the registrar within 7 days of the order or of the appointment under powers contained in an instrument.

Requirements

The company name and number must match the public register, and the name and address of both the person who made the appointment and the person appointed must be given. The appointment type, whether it is over part or the whole of the property or undertaking, the appointment date and how the appointment was made must be indicated, Part A or Part B completed as appropriate and the form signed.

Filing Process

Section 1 gives the company number and name. Section 2 gives the name and address of the person who appointed, or obtained an order to appoint, the receiver or manager. Section 3 gives the name and address of the administrative receiver, receiver or manager who has been appointed. Section 4 is the appointment type: one box is ticked for administrative receiver, receiver or manager, and one box to show whether the appointment is over part or the whole of the property or undertaking of the company. Section 5 gives the date of appointment and, by ticking one box, how the appointment was made (an order was obtained, or under powers contained in an instrument). Section 6 shows when the charge was created: before 06/04/2013 (complete Part A and Part C) or on or after 06/04/2013 (complete Part B and Part C). Part A gives the charge creation date (A1), a description of the instrument, if any, by which the charge is created or evidenced (A2) and short particulars of the property or undertaking charged (A3). Part B gives the charge code from the certificate (B1) and a short description of the property or undertaking over which the receiver or manager was appointed (B2). Part C is the signature, given by the person who appointed, or obtained the order for the appointment of, the administrative receiver, receiver or manager.

RM02 Notice of Ceasing to Act as an Administrative Receiver, Receiver or Manager (Version 2.0, 04/26)

Purpose

RM02 is made under section 859K of the Companies Act 2006 and is used to give notice of a cessation to act as an administrative receiver, receiver or manager of a company’s property or undertaking. It cannot be used to give notice of an appointment, for which form RM01 is used, and it cannot be used for a Scottish company.

Deadlines

The form does not print a deadline. Section 859K of the Companies Act 2006 requires the person to give the registrar notice on so ceasing to act.

Requirements

The company name and number must match the public register, the name and address of the person who has ceased to act must be given, and the form must show whether the person has ceased to act as administrative receiver, receiver or manager and the date of cessation. Part A or Part B must be completed as appropriate and the form signed.

Filing Process

Section 1 gives the company number and name. Section 2 gives the name and address of the person who has ceased to act. Section 3 gives the date of cessation and, by ticking one box, whether the person ceased to act as administrative receiver, as receiver or as manager. Section 4 shows when the charge was created: before 06/04/2013 (complete Part A and Part C) or on or after 06/04/2013 (complete Part B and Part C). Part A gives the charge creation date (A1), a description of the instrument, if any, by which the charge is created or evidenced (A2) and short particulars of the property or undertaking charged (A3). Part B gives the charge code from the certificate (B1) and a short description of the property or undertaking over which the receiver or manager was appointed (B2). Part C is the signature, given by the person who has ceased to act as administrative receiver, receiver or manager.