Charge
A form of security over property. In land law, a legal charge (mortgage) gives the chargee the right to sell the property if the borrower defaults. In company law, fixed and floating charges secure loans to companies.
Independent editorial summary — not the official statute text. Read the official version on legislation.gov.uk.
In company finance, a debenture typically combines a fixed charge and a floating charge. A fixed charge attaches to specific, identifiable assets — commonly property and book debts, sometimes "all plant, machinery and vehicles" — which the company cannot dispose of without the lender's consent, even in the ordinary course of business; HMRC's own enforcement guidance notes that such assets "tend to be the larger and more durable items" and are "often listed in a schedule". A floating charge instead hovers over a shifting class of assets, typically stock and raw materials, that the company is free to sell, replace or dispose of in the normal course of business without needing the lender's permission each time — because, as HMRC's guidance puts it, requiring consent for every disposal "would render it almost impossible to operate the business effectively". On a specified default event the floating charge "crystallises", meaning it effectively converts into a fixed charge over whatever assets are caught at that moment.
A company charge must be registered at Companies House to protect the lender's position. Under the current MR01 procedure, any person "interested in the charge" — the company itself, or the lender/agent — can register it, and doing so online costs £14 (or £24 by paper form). Crucially there is a strict 21-day time limit running from the day after the charge is created: if the charge is not registered within that window, "it may be difficult to recover the debt if the company becomes insolvent", and only a court order can extend the time to register late. Once a charge is fully or partly paid off it can be marked as "satisfied" using form MR04, updating the public record — though the guidance notes there is no legal obligation to do so, only a practical incentive, since outstanding satisfied charges left unmarked "could have a negative effect on your company".
Example
A bank lends a trading company £500,000 secured by a debenture: a fixed charge over its freehold premises and a floating charge over its stock-in-trade, which the company can keep selling and replacing until the floating charge crystallises on default.
Related terms
Official sources
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