Companies House

 
 


Charges - Changes to Part 25 of the Companies Act 2006 (Companies and LLPs)

The Companies Act 2006 (Amendment of Part 25) Regulations 2013 (subject to Parliamentary approval) will come into force on 6 April 2013. The regulations replace Part 25 of the Companies Act 2006.

The aims of the new provisions are to:

  • streamline procedures and reduce costs for those putting information on the public record, in particular by enabling electronic filing
  • reduce uncertainty as to what charges must be registered
  • replace two current schemes which depend on the company’s place of registration with a single scheme for all UK-registered companies
  • improve the quality of information about security given by companies
  • improve access to the instruments creating companies’ charges

The primary purpose of the draft regulations is to give effect to the Department’s policy of providing for a single scheme for registration, satisfaction or alteration of company charges irrespective of the place of incorporation of the company (as in current Part 25 of the Act). The changes will also be applied, with minor modifications, to limited liability partnerships by a separate statutory instrument.

The main changes are listed below:

  1. The criminal offence for failure to register a charge has been removed.
  2. There will be a UK-wide regime for registration. This means that there will no longer be separate filing requirements for charges created over companies registered in Scotland (apart from a specific floating charge requirement applicable to form 466 as explained in point 10).

  3. Anyone registering particulars of a charge will need to send a certified copy of the Instrument, for example the deed, creating the charge to the Registrar.  Originals must not be submitted as they will not be returned.  For those who file electronically the certified copy will need to be in PDF form and there will be a maximum file size set at 10 MB. A copy of the instrument will be placed on the public record and can also be downloaded.  It will be possible to redact (remove) certain information which could be considered sensitive. Information that can be redacted is anything that is:

    • personal information relating to an individual (other than the name of an individual);
    • the number or other identifier of a bank or securities’ account of a company or individual;

    Further clarification on the definition of personal information can be found on the Information Commissioner’s Office website.

  4. The 21-day limit for filing the particulars of a property acquired which is subject to a charge has been removed.
  5. Rather than a list of registerable charges being shown in the legislation (as is currently the case with Part 25 of the Act), a list of exceptions is now provided within the Act.
  6. To file electronically, lenders (or anyone other than the company itself who is presenting the particulars for registration) will have to apply for a lender authentication code. This will be a one-off application to enable them to send future charge documents for registration.  (Companies may file charges against their own company using the company authentication code and will not need to obtain a lender authentication code (LAC) for this purpose).  Lenders will be able to apply for a LAC in February.
  7. Any charge, charge over property acquired or charge to secure a series of debentures registered, with a creation date on or after 6 April 2013 will be allocated a 12 digit Unique Reference Code (URC), which will be displayed on the certificate. If the charge is subsequently satisfied or amended, the presenter will need to supply the URC as part of the form. This will enable Companies House & searchers of the company’s record to more easily link charges to related filings.

  8. There will be new forms for companies and for LLPs.  For the first time there will be separate forms for registration of a charge which is created by an instrument and those created where there is no instrument.  The new forms will require less information than currently required in the current forms.

    The new forms are:

    • MR01 - Particulars of a charge.
    • MR02 - Particulars of a charge subject to which property or undertaking has been acquired.
    • MR03 - Particulars for the registration of a charge to secure a series of debentures.
    • MR04 - Statement of satisfaction in full or in part of a charge.
    • MR05 - Statement that part or the whole of the property charged (a) has been released from the charge (b) no longer forms part of the company’s property.
    • MR06 - Statement of company acting as a trustee.
    • MR07 - Particulars of alteration of a charge (Particulars of a negative pledge).
    • MR08 - Particulars of a charge where there is no instrument.
    • MR09 - Particulars of a charge subject to which property or undertaking has been acquired where there is no instrument.
    • MR10 - Particulars for the registration of a charge in a series of debentures where there is no instrument.
    • RM01 – Notice of appointment of administrative receiver, receiver or manager.
    • RM02 – Notice of Ceasing to act as administrative receiver, receiver or manager.

    LLPs will have the equivalent forms.

  9. Transitions

    The new requirements for registration will apply to any charges created on or after 6 April 2013.

    Entries of satisfaction and release (s859L) apply to all charges, with differing information to be provided according to when the original charge was created.

    Notification of Receiver or Manager applies to all charges (excluding Scotland).

    Particulars of alteration to a charge (s859O) applies to all charges.

  10. Form 466 transition
    Form 466 will remain in force (and subject to the 21-day filing limit) for alterations to a Scottish floating charge (SFC). For SFCs created before 6 April the current filing requirements regarding s466 apply as they do now. For SFCs created on or after 6 April 2013, the certified copy of the alteration etc will be required, the 21 Day Rule still applies and less information is required in the particulars as prescribed in Schedule 2 Paragraph 1 of the Regulations.

    **There will be no fee for filing this information from 6 April 2013

  11. Fees
    The fees for paper and electronic charge transactions will be as follows from 6 April 2013:
    Product Old Fee New Fee
    Paper Registration of a Charge £13 £13
    Electronic Registration of a Charge N/A £10
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