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What registers to keep in respect of charges an debentures

What registers must be kept with respect to charges and debentures?

A debenture is generally taken to mean an instrument acknowledging indebtedness. They may either be issued as a single transaction or in a series of debentures, they may be secured or unsecured and may be perpetual. There is no statutory requirement for a company to keep a register of debenture holders, however if such a register is kept, it must be kept in the same manner as all the other statutory registers and available for inspection.

In contrast in relation to charges (i.e. security interest that a company has created), the Companies Act 2006 since 6 April 2013 has revised the regime for registration. Now a company that has created a charge, or any person interested in that charge, may, subject to certain exceptions deliver to the Registrar of Companies for registration a statement of particulars of that charge. This concept of effectively voluntary registration of a charge contrasts with the previous situation (which still applies to charges created on or after 1 October 2009 but before 6 April 2013) which sets out categories of charge created by a company that must be registered. A company is therefore no longer required to keep a register of the charges it creates. There is still however a requirement for companies to retain copies of instruments evidencing registrable charges available for inspection as well as copies of instruments amending or varying any charge capable of registration. Failure to do so is a criminal offence. Note, however, that a company was under an obligation to keep a register of charges created before 6 April 2013 and this requirement continues to apply to charges created before 6 April 2013.

Companies House must be notified of the charges within 21 days of their creation, by submitting a copy of the instrument creating the charge, together with Form MR01. This registration is primarily the duty of the company, but is frequently carried out by the debenture holder or trustee, rather than the company.

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