What this is: A guide for when an attorney or paralegal needs to search the public record for evidence of registered secured transactions in the UK.
What this means: Companies House requires the registration of secured transactions such as mortgages and charges on limited companies, limited partnerships, limited liability partnerships and Societas Europaea registered in the United Kingdom. Companies House does not record charges/mortgages against individuals.
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An Overview of Searches at Companies House
The UK has a system for the registration of secured transactions, the registration of mortgages and charges against “company debtors”. Company debtors are debtors registered with UK Companies House, including limited companies, limited partnerships, limited liability partnerships and Societas Europaea.
Companies House defines a mortgage as “security for the payment of a debt or other obligation that passes ‘property’ but no right to possession to the person to whom the mortgage is given.” A charge is defined as: “security for the payment of a debt or other obligation that does not pass ‘property’ or any right to possession to the person to whom the charge is given”. While there is a distinction made in the terms, mortgages and charges are registered and searched at Companies House in the same way. References to “charges” in this article include both mortgages and charges.
Note that the information provided in this article does not apply to individual debtors. Searches that can be performed on individuals include a “directorship search,” a search of the “individual insolvency register”, and an index of judgments. The individual insolvency register contains information on persons who have gone bankrupt or signed an agreement to deal with their debts in England and Wales (there are similar registers for Scotland and Northern Ireland).
Searching for Mortgages/Charges:
Where to Search: Mortgages and charges are registered in the company records stored at the UK Companies House. The UK Companies House, with locations in London, Wales, Scotland and Northern Ireland “incorporates and dissolves limited companies, registers the information companies are legally required to supply, and makes that information available to the public." [i]
What information can be obtained: Searching the company name on the UK mortgage index will reveal a list of all charges (outstanding, satisfied and partly satisfied) registered since January 1987. A searcher can review details of the charge online or obtain copies of the registered charges for documents filed since March 1995. Details available without obtaining copies include:
- Description of the type of instrument registering the charge
- Status of the charge
- Details of the property charged (the “short particulars”)
- Listing of any forms submitted in connection with the charge.
It is important to be aware that the rules for filing charges changed on April 6th, 2013. The amendments to the Companies Act, which went into effect on this date, indicate that all charges may be registered, with the exception of a few specific exclusions and eliminated the separate registration rules for companies created in Scotland that had been in effect prior to that date.
Registering Mortgages/Charges:
Mortgages and charges are most commonly registered at the Companies House by filing Form MR01/LL MR01 (LL prefix indicates that the form is to register the charge for a limited liability partnership). Other forms may be required, depending on the nature of the charge. For example, form MR03/LL MRO3 is used to secure a series of debentures.
The registration form, accompanied by a certified copy of the instrument creating the charge, must be filed within 21 days after the creation of the charge. (If there is no actual instrument creating the charge, then a different form MR08/LL MR08 is used). It is important to submit the registration as early as possible, as the document must be accepted for filing -- the clock does not stop at the first submission if the document is rejected and returned to the filer. Additionally, as under US UCC law, the date of the registration of the charge affects the priority of that charge. Note that if the charge is created outside the UK, The Companies Act 2006 does allow for mailing time, starting the 21-day period on the day after the day by which the instrument which created the charge could have reached the United Kingdom “in due course of post (and if dispatched with due diligence)”.[ii]
Charges can be registered electronically or on paper. The forms must be signed by a person with an interest in the charge – either the chargor (secured party) or chargee (debtor).
Similarities and Differences With US Uniform Commercial Code
In some ways, the registration of charges and mortgages in the UK is similar to registration under Article 9 of the Uniform Commercial Code in the US. Secured transactions involving tangible and intangible property, where possession of the collateral does not pass to the secured party, are publicly registered and that registration determines the priority of the lien. In other ways, it is quite different – a certified copy of the instrument creating the charge (security agreement) must be filed, there is a time limit within which the registration must be filed and the registration rules apply to registered companies but not to individual debtors.
A service company with experience and knowledge in the UK can perform searches and submit filings but consultation with a UK attorney is a good idea to ensure that the registration itself is completed properly and according to statute.
[i] See https://www.gov.uk/government/organisations/companies-house/about
[ii] See http://www.legislation.gov.uk/ukpga/2006/46/section/870
FAQS
What do I need to know before filing a MR01 (for example).
- The documents are required to be delivered to Companies House within 21 days beginning with the day after the charge was created.
- Required: a certified copy of the written instrument creating the charge, signed by the charging company. The certified copy will be retained at Companies House and made available for the public register.
- CH does not allow informal correction of MR01 once submitted to them.
- Originals are required in order for our UK office to file this on your behalf unless the filing is to be completed online using the company credentials.
Read more here.
Where can I find resources to help me file my Charge?
Finding a trusted service provider who can help you navigate filing your charge is critical. You can also explore downloads, links and reference information to assist you in preparing and filing, here.
Where can I find resources on filing UCCs?
Finding a trusted service provider who can help you navigate filing your UCC is critical. You can also explore downloads, links and reference information to assist you in preparing and filing UCC financing statements under Article 9, here.
This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.
