Register of charges and pledges in England and Wales

The register of charges maintained by Companies House records every security interest a registered company has granted over its assets. It is the primary public instrument for establishing who holds a claim over a company's property — and therefore who controls the asset base if the company defaults.

For a buyer assessing control, the register answers a direct question: does a third party hold a charge that could override the shareholder's position? A fixed charge over core assets, or a floating charge crystallised by a qualifying event, can transfer effective control to a lender before any court order is issued.

Source: Companies House Register of Charges · extracted 2026-09-01

What the register of charges discloses

The register holds a record for each charge created by a company incorporated in England and Wales. Each entry states the charge holder — typically a bank, financial institution, or private lender — and identifies the assets subject to the security.

Charges fall into two broad categories. A fixed charge attaches to a specific identified asset: land, intellectual property, a particular piece of plant. A floating charge attaches to a class of assets that changes in the ordinary course of business — stock, receivables, cash — and crystallises into a fixed charge on the occurrence of a defined event, such as appointment of an administrator.

The distinction matters for control analysis. A fixed charge over the company's principal operating asset means the chargee can appoint a receiver over that asset independently of the shareholder. A floating charge over substantially all assets, combined with a qualifying floating charge under the Insolvency Act 1986, gives the holder the right to appoint an administrator out of court. That appointment displaces the directors and, in practice, the shareholder's ability to direct the company.

The register records whether a charge has been satisfied. A satisfaction entry means the debt has been repaid and the security released. An outstanding charge with no satisfaction entry means the security remains live.

Source: Companies House Register of Charges · extracted 2026-09-01

Control implications of a registered charge

A shareholder's nominal ownership of shares does not translate into control of assets if those assets are encumbered. The register of charges is the instrument that makes encumbrance visible.

Three scenarios are material to a control assessment:

• A fixed charge over land or intellectual property held by the company means a secured creditor can enforce against that asset without shareholder consent.
• A qualifying floating charge over the whole or substantially the whole of the company's property gives the holder the right to appoint an administrator under Schedule B1 of the Insolvency Act 1986, bypassing the board and the shareholder.
• Multiple charges ranked by date of registration establish a priority queue. A second-ranking chargee recovers only what remains after the first-ranking chargee is satisfied.

The register shows the date of creation and the date of registration. Where those dates differ by more than a few days, the gap warrants examination: a charge registered on the last permissible day may have been created in circumstances the register does not narrate.

Source: Companies House Register of Charges · extracted 2026-09-01

What the register of charges does not show

The register is a notice mechanism, not a disclosure of commercial terms. It establishes that a charge exists and identifies the chargee. It does not disclose:

• The amount of the debt secured
• The interest rate or default rate
• Covenant terms, including financial covenants that could trigger early enforcement
• Any intercreditor agreement between multiple chargees
• Whether the debt is in default at the date of search
• Whether the chargee has issued a demand or taken any enforcement step short of formal appointment

A charge that appears live on the register may relate to a debt that is performing normally. Equally, a charge that appears live may relate to a debt already in default, with enforcement steps under way that are not yet reflected in any public filing.

The register also does not capture security interests that do not require registration. Certain financial collateral arrangements under the Financial Collateral Arrangements (No.2) Regulations 2003 are exempt from the Companies Act registration requirement. Those interests are invisible in the register.

Source: Companies House Register of Charges · extracted 2026-09-01

The limit of what the sources allow

The register of charges is a filing system. It records what companies have submitted. It does not verify the accuracy of those submissions, and it does not capture events that have not yet been filed.

The 21-day window creates a gap. A charge created today will not appear in the register for up to 21 days. A search conducted before registration is complete will return no result for a charge that legally exists.

Satisfaction entries are voluntary in practice. A company is not automatically penalised for failing to file a memorandum of satisfaction when a charge is repaid. The register may therefore show charges as outstanding that have in fact been discharged. The absence of a satisfaction entry is not proof that the debt remains live.

The charge instrument itself is not always filed in full. Companies House holds the MR01 form (or equivalent) submitted at registration. The underlying charge document — the debenture, the fixed and floating charge deed — may be filed as an attachment, but the register entry does not guarantee that the full instrument is available or legible.

Cross-border security structures are not visible here. Where a parent company incorporated outside England and Wales has granted security over shares in an English subsidiary, that security may be governed by the law of the parent's jurisdiction and registered there. The English register of charges will not show it.

The register does not show enforcement steps. A receiver or administrator appointed under a charge will appear in separate insolvency filings, not in the charges register itself. A search of the charges register alone is not a search for insolvency proceedings.

The ceiling of what the sources allow is stated before any engagement. Where the register ends, the analysis names the gap and the reason for it.

Where the sources disagree

The charges register and the insolvency register at Companies House are separate systems. A company may have an outstanding charge on the charges register and simultaneously have an administration order on the insolvency register. Neither register cross-references the other automatically.

A charge marked as outstanding on the register may be contradicted by a satisfaction letter held by the company but not yet filed. The register reflects the filing, not the underlying commercial reality.

Where a company has been the subject of a scheme of arrangement or a restructuring plan under Part 26 or Part 26A of the Companies Act 2006, the terms of that scheme may have varied the priority or enforceability of registered charges. The scheme documents are filed at Companies House but are not integrated into the charges register entries. A charges search without a parallel review of scheme filings may present an incomplete picture of the security stack.

Source: Companies House Register of Charges; Companies House Insolvency Register · extracted 2026-09-01

Scope of analysis

An analytical report on the register of charges for a company in England and Wales covers the following:

• Full extraction of all current and historical charge entries from Companies House
• Identification of charge holders, asset descriptions, and creation and registration dates
• Classification of each charge as fixed, floating, or mixed
• Assessment of whether any charge holder holds a qualifying floating charge conferring out-of-court administration appointment rights
• Identification of any gaps between creation date and registration date
• Cross-reference with the Companies House insolvency register for any administration, receivership, or liquidation filings
• Identification of any charges where the instrument attachment is incomplete or illegible
• Statement of the limits of the register: what the filing does not disclose and what cannot be established from public sources alone

The report does not state whether any debt is in default, does not assess the commercial terms of any charge, and does not constitute legal advice on enforcement rights or priority.

FAQ

Does an outstanding charge mean the company is in financial difficulty? An outstanding charge means a security interest has been registered and not formally discharged. It does not indicate default, distress, or any enforcement step. Many companies carry registered charges as a normal feature of their financing arrangements throughout their operating life.

Can a charge be enforced without court proceedings? A fixed charge holder may appoint a receiver over the charged asset without a court order, depending on the terms of the charge instrument. A qualifying floating charge holder may appoint an administrator out of court under Schedule B1 of the Insolvency Act 1986. The register identifies whether a charge exists; the terms of enforcement are in the charge instrument, which may or may not be fully available from the register filing.

Does a search of the charges register confirm there are no security interests over the company's assets? A nil result means no registrable charges have been filed. It does not confirm the absence of security interests that are exempt from registration, security granted by a parent over shares in the company, or charges created within the preceding 21 days that have not yet been registered.

What is the difference between a fixed charge and a floating charge for control purposes? A fixed charge attaches to a specific identified asset. The company cannot dispose of that asset without the chargee's consent. A floating charge attaches to a class of assets and crystallises on a defined event. Before crystallisation, the company can deal with those assets in the ordinary course of business. After crystallisation, the floating charge operates as a fixed charge. A qualifying floating charge over substantially all assets gives the holder the right to appoint an administrator, which displaces the board and the shareholder's operational control.

Is the register of charges the same as the Land Registry? No. The register of charges at Companies House records security interests granted by companies. The Land Registry records title to land and charges registered against specific land titles. A fixed charge over land granted by a company should appear in both registers. A search of Companies House alone does not substitute for a Land Registry search where land is the relevant asset.

Sources:

Companies House Register of Charges — https://find-and-update.company-information.service.gov.uk — extracted 2026-09-01

Companies House Insolvency Register — https://find-and-update.company-information.service.gov.uk — extracted 2026-09-01

Companies Act 2006, Part 25 (Registration of Charges) — legislation.gov.uk — verified 2026-09-01

Insolvency Act 1986, Schedule B1 (Administration) — legislation.gov.uk — verified 2026-09-01

Financial Collateral Arrangements (No.2) Regulations 2003 — legislation.gov.uk — verified 2026-09-01

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Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. VLO Law Firm assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@vlolawfirm.com.

Author: James Whitfield — Partner, UK & Common Law, VLO Law Firm