Charge Registration / Modification

Creation, modification, and satisfaction of charges (mortgages, hypothecations, and other security interests) over a company's assets must be registered with the Registrar of Companies (ROC) under the Companies Act, 2013.

Section 77(1) requires every company to register a charge created on its property or assets, whether situated within or outside India, with the ROC within 30 days of its creation. Under the Companies (Registration of Charges) Rules, 2014, this is done in Form CHG-1 for creation or modification of a charge other than in respect of debentures, and Form CHG-9 for creation or modification of a charge in respect of debentures/a debenture trust deed.

Section 77(3) provides that a charge required to be registered but not so registered is void against the liquidator and any other creditor of the company — it does not, however, invalidate the underlying debt itself between the company and the chargeholder.

Once a secured debt is repaid or a charge otherwise ceases, its satisfaction must similarly be intimated to the ROC, in Form CHG-4, within 30 days of the date of such satisfaction.

Where the 30-day window for filing CHG-1/CHG-9 is missed, section 87 of the Act allows an application to the National Company Law Tribunal (NCLT) for condonation of delay and an order permitting registration; the Companies (Registration Offices and Fees) Rules, 2014 separately prescribe additional filing fees on a slab basis for delayed filings within the ordinarily permitted window.

This service covers preparation and filing of Form CHG-1 (creation/modification), CHG-9 (debenture charges), and CHG-4 (satisfaction), computation of applicable additional fees, and — where the statutory window has lapsed — support with the section 87 NCLT condonation application.

A charge is a security interest a company creates over its assets — a mortgage on property, a hypothecation of stock or receivables, a pledge of shares — to secure a loan. Under Section 77 of the Companies Act 2013, every charge created by a company on its property or assets must be registered with the Registrar of Companies within 30 days of its creation, in Form CHG-1. When the charge is fully paid, the company must file the satisfaction in Form CHG-4 under Section 82 within the prescribed period. The regime exists so that any lender, buyer or creditor can see, on the public MCA record, what is encumbered and by whom.

The consequence of not registering is written into the Act: under Section 77(3), an unregistered charge is void against the liquidator and other creditors. In practical terms, the security that the lender thought it had does not exist against the rest of the company's creditors — which is why lenders insist on charge registration as a condition of disbursement. The failure shows up at the worst moment: in a liquidation, an insolvency, or a dispute with another creditor, the unregistered charge collapses.

Filing late has its own cost. Section 78 allows registration on application where the charge was not registered in time, with the additional fee regime of Section 403 applying, and the Registrar can permit registration within the condonation window. A charge registered late, or never registered, also delays the loan's security perfection — and for the borrower, every subsequent facility is harder because the asset base looks encumbered or unclear.

This service is for companies creating, modifying or paying off charges — bank loans, financial institutions, equipment finance and inter-corporate borrowings. We prepare and file Form CHG-1 for creation and modification within the 30-day window of Section 77, file Form CHG-4 for satisfaction of the charge under Section 82, and keep the MCA record of your encumbrances accurate and current.