Registration of Charges
AI-assisted · review in progress · last updated 25 July 2026 · jump to quick revision
Contents
In 30 seconds
- A charge [Sec 2(16)] is an interest or lien on property, assets or undertaking(s) as security — and it includes a mortgage. Fixed charges sit on specific permanent assets; floating charges hover over fluctuating stock until crystallization.
- Section 77 makes registration the company's duty: Form CHG-1 (CHG-9 for debentures) within 30 days, with different extension ladders for pre- and post-02-11-2018 charges — ad valorem fee only at the final post-2018 stage.
- The certificate (CHG-2 registration / CHG-3 modification) is conclusive evidence of Chapter VI compliance, and Section 80's deemed notice runs from the date of registration, never creation.
- An unregistered charge is void against the liquidator and other creditors, but the debt itself survives and is suable; Sections 78 and 79 let the charge-holder and the purchaser register as backstops.
- Satisfaction (Secs 82/83), receiver notices (Sec 84), the twin registers (Secs 81/85), penalties of ₹5,00,000 / ₹50,000 (Sec 86) and rectification through the Regional Director (Sec 87) complete the chapter.
Companies Act, 2013 as amended, per the May 2026 syllabus.
How the chapter fits together
Chapter VI (Sections 77–87) is one continuous story: a company borrows against its assets, must tell the Registrar within tight timelines, and everything downstream — public notice, priority, satisfaction, penalties — hangs off that registration. Learn it as a flow:
- 2(16) what a charge is → fixed vs floating → crystallization →
- 77 company’s duty to register (CHG-1/CHG-9, 30 days) → certificate CHG-2/CHG-3 = conclusive evidence →
- 80 deemed notice from registration; 77(3)/(4) what non-registration costs →
- 78 charge-holder backstop → 79 acquisition subject to charge / modification →
- 81/85 the two registers → 82/83 satisfaction (company route / Registrar suo motu) → 84 receiver or manager →
- 86 punishment → 87 rectification by Central Government.
Master mnemonic for the Section 77→87 flow: “Duty – Notice – Consequence – Holder – Acquire/Modify – Register – Satisfy – SuoMotu – Receiver – Punish – Rectify” (77, 80, 77(3)/(4), 78, 79, 81/85, 82, 83, 84, 86, 87).
What is a charge — fixed, floating, crystallization
Charge [Sec 2(16)]
An interest or lien created on the property or assets or undertaking(s) of a company, or any of them, as security — and it includes a mortgage. Charge is wider than mortgage: it can cover property or undertaking or both.
| Fixed charge | Floating charge | |
|---|---|---|
| Assets covered | Specific, identified, permanent assets (land, building, machinery); e.g. mortgage / deposit of title deeds | Fluctuating class (stock, raw material, debtors) — present and future |
| Company’s freedom | Can use the asset, cannot sell without charge-holder’s consent | Can freely sell / deal in the ordinary course of business; buyer takes free of charge |
| How it ends | Vacated only on full (not partial) repayment | Crystallizes into a fixed charge on a trigger event — then the asset can’t be sold or used |
Crystallization
A floating charge becomes fixed on a trigger event. Mnemonic B-C-L-E: Breach of terms, Cessation of business, Liquidation, Enforcement of security by the creditor. Name all four — not just liquidation. Post-crystallization the company can no longer sell or use the asset.
Registration — Section 77 duty and the extension ladders
Section 77 puts the duty on the company creating the charge: file Form CHG-1 (or CHG-9 for debentures) with the Registrar within 30 days of creation, with fee. If the company defaults, the law provides two backstops — the charge-holder (Sec 78) and the purchaser of charged property (Sec 79).
Verification of the instrument (Rule 3(4)): property situated outside India → 3 modes of verification (company’s seal / director–CS / a person interested in the charge other than the company); property in India (wholly or partly) → only 2 modes (company’s seal / director–CS) — the “interested person” mode is not available for Indian property.
If the 30 days are missed, the extension ladder depends on when the charge was created:
| Charge created | Ladder | Fee |
|---|---|---|
| Before 02-11-2018 | 30 days → 300 days (Registrar allows on application) → 6 months from 02-11-2018 | Additional fee at both stages (different fees for different classes of companies) |
| On/after 02-11-2018 | 30 days → 60 days → further 60 days (= 120 days total) | Additional fee at the 60-day stage; ad valorem fee only at the final stage |
Ad valorem fee vs additional fee
Ad valorem = “in proportion to value” — based on the value of the charge/loan, payable only at the final extension stage (further 60 days) of the post-02-11-2018 regime. Everywhere else — both first stages and the pre-2018 second stage — it is the flat additional fee. A common MCQ trap.
On registration the Registrar issues a certificate — CHG-2 (registration) or CHG-3 (modification) — which is conclusive evidence of compliance with Chapter VI and cannot be challenged.
Carve-outs and relaxations:
- Section 77 not applicable: charges prescribed in consultation with RBI (4th proviso, w.e.f. 07-05-2018); Rule 3(5) — a banking company’s charge in favour of RBI under Section 17(4)(d) of the RBI Act, 1934.
- IFSC companies: specified IFSC public and private companies get an extended 300 days (instead of 30) to register a charge, on additional fee (Notifications GSR 8(E) & 9(E), dated 04-01-2017).
Deemed notice, non-registration and the backstops
Section 80 — deemed (constructive) notice: registration is a public document, so the world is deemed to know of the charge — but the fiction runs from the date of registration, not creation. A buyer cannot claim ignorance of a registered charge.
Sections 77(3) & (4) — consequences of non-registration:
- The charge is void against the liquidator and other creditors unless registered and certified — on winding up the charge-holder ranks like an unsecured creditor.
- The underlying debt survives — it stays valid and enforceable by suit; only the security and priority are lost.
- The company’s offence liability under Chapter VI is not absolved by the charge being void.
- Priority follows the date of registration, not creation — delayed registration does not prejudice rights already acquired by another party before actual registration (3rd proviso to Sec 77(1)).
Bank A's charge was created first but registered late, on 12 August. Bank B's charge on the same property was created later but registered earlier, on 26 June. On winding up, who gets paid?
Under the 3rd proviso to Section 77(1), Bank A’s subsequent (delayed) registration cannot prejudice rights already acquired by Bank B before Bank A actually registered. Bank B registered first (26 June), so Bank B ranks first — even though its charge was created later.
Answer: Bank B gets priority and full repayment; Bank A gets nothing — priority is fixed by the date of registration, not the date of creation.
Section 78 — charge-holder’s right to register when the company defaults for 30 days:
- Company fails to register within 30 days → the charge-holder may apply.
- Registrar gives notice to the company → registers within 14 days if no objection.
- Registration is barred if the company registers the charge itself or shows sufficient cause against the holder’s registration.
- The holder can recover the registration fees paid from the company.
Section 79 applies Section 77 mutatis mutandis to two situations: (a) a person acquiring property subject to an existing charge registers the charge in its name, and (b) modification of an existing charge — certified by Form CHG-3.
Modification [Sec 79(b)]
Any variation in the terms, conditions, rate of interest, extent or operation of a charge, including assignment of the charge-holder’s rights. Six illustrative modifications: varying terms by agreement; enhancing/decreasing limits; ceding a pari passu charge; change in interest rate (only if other than bank rate); change in repayment schedule (except working capital loans repayable on demand); partial release of the charge on an asset.
A pari passu charge gives a proportionate share in the mortgaged property — and ceding it is a recognised form of modification under Section 79(b), which is easily missed.
Satisfaction, the two registers and receivers
Section 82 — company intimates satisfaction: file Form CHG-4 within 30 days of payment/satisfaction in full, extendable to 300 days on additional fee (application by the company or the holder). The Registrar then issues a show-cause notice to the charge-holder within a maximum of 14 days — but no notice is needed if the CHG-4 is in the specified form and signed by the charge-holder itself. Certificate of satisfaction = Form CHG-5. Section 82(4) is a saving clause: this route does not affect the Registrar’s independent Section 83 power.
Satisfaction of charge
Payment or satisfaction in full — or substitution of an asset of equal value. Satisfaction is not always repayment; substitution also counts.
Section 83 — Registrar suo motu: on satisfactory evidence, the Registrar may enter a memorandum of satisfaction without any company intimation, and must inform affected parties within 30 days of the entry.
Section 84 — receiver/manager: appointment can come via court order or a power in the instrument — both routes require 30-day notice to the company and the Registrar; the cessation notice is Form CHG-6.
The chapter keeps two registers — do not mix them up:
| Registrar’s register (Sec 81) | Company’s register (Sec 85) | |
|---|---|---|
| Where | MCA21 portal = deemed register | Form CHG-7, kept at the registered office |
| Inspection | Any person, on prescribed fee | Members/creditors free; others on fee — company may impose reasonable restrictions via its Articles |
| Upkeep | — | Entries forthwith after creation/modification/satisfaction; authenticated by a director/CS (Rule 10) |
| Preservation | — | Register: permanently; instrument creating/modifying the charge: 8 years from date of satisfaction (Rule 10(4)) |
Penalties, rectification and key timelines
| Default | Liable | Penalty | Section |
|---|---|---|---|
| Contravention of Chapter VI (registration/modification/satisfaction) | Company | ₹5,00,000 | 86(1) |
| Same default | Every officer in default | ₹50,000 | 86(1) |
| Wilful false/incorrect info, or knowing suppression of material info required u/s 77 | Person concerned | Action under Section 447 (fraud) | 86(2) |
Section 87 — rectification: the Central Government’s power, delegated to the Regional Director (Notification dated 19-12-2016). Application in Form CHG-8, by the company or any interested person (e.g. a bank) — not company-only. Grounds: the omission/misstatement was accidental, inadvertent or due to sufficient cause, and rectification does not prejudice creditors/shareholders. Under Rule 12(b), rectification can extend the satisfaction filing window to 300 days.
| Period | Event / action | Where |
|---|---|---|
| 30 days | Register charge from creation (CHG-1/CHG-9) | 77(1) |
| 30d → 300d → 6 months from 02-11-2018 | Extension ladder, pre-02-11-2018 charges (additional fee) | 77(1) provisos |
| 30d → 60d → +60d (120 total) | Extension ladder, post-02-11-2018 charges (ad valorem at final stage) | 77(1) provisos |
| 30 days | Company’s default before charge-holder may apply | 78 |
| 14 days | Registrar registers after notice to company (no objection) | 78 |
| 30 days → 300 days | Satisfaction intimation CHG-4 (extension on additional fee) | 82(1) |
| ≤ 14 days | Registrar’s show-cause notice to charge-holder | 82(2) |
| 30 days | Inform affected parties after suo motu satisfaction entry | 83(2) |
| 30 days | Notice of receiver/manager appointment to company & Registrar | 84 |
| 300 days | IFSC public/private companies — charge registration window | GSR 8(E)/9(E) |
| 300 days | Rectification extension for satisfaction filing | 87 / Rule 12(b) |
| Forthwith | Entries in the company’s register of charges | Rule 10(2) |
| 8 years | Preserve the instrument, from date of satisfaction | Rule 10(4) |
| Permanent | Preserve the register of charges | Rule 10(4) |
Memory ladder: Pre-2018 = 30 → 300 → 6 months (from 02-11-2018); Post-2018 = 30 → 60 → 60 (120 total) — the last post-2018 stage is ad valorem; every other stage is additional fee.
The form cheat-sheet, CHG-1 to CHG-9:
| Form | Purpose |
|---|---|
| CHG-1 | Registration of charge (other than debentures) |
| CHG-2 | Certificate of registration |
| CHG-3 | Certificate of modification |
| CHG-4 | Intimation of satisfaction |
| CHG-5 | Certificate of satisfaction |
| CHG-6 | Receiver/manager cessation notice |
| CHG-7 | Company’s register of charges |
| CHG-8 | Rectification application |
| CHG-9 | Registration of charge (debentures) |
- Charging ad valorem fee at every extension stage — it applies only at the final stage (further 60 days) of the post-02-11-2018 regime; all other stages take the flat additional fee.
- Running deemed notice (Sec 80) or priority from the date of creation — both run from the date of registration. Classic MCQ distractor.
- Naming only liquidation as the crystallization trigger — there are four (B-C-L-E): breach, cessation of business, liquidation, enforcement by the creditor.
- Swapping the Section 86(1) numbers — company ₹5,00,000, officer-in-default ₹50,000.
- Confusing Sec 78 (charge-holder registers when the company defaults) with Sec 79(a) (purchaser of already-charged property registers in its own name).
- Treating every repayment-schedule or interest-rate change as modification — repayment-schedule changes are modification except working capital loans repayable on demand, and interest-rate changes count only if the rate is other than bank rate.
- Mixing up preservation periods — register: permanent; instrument: 8 years from satisfaction (not 5/7/15).
- Thinking non-registration kills the debt — only the security and priority are lost; the debt stays valid and suable, and the company’s offence liability remains.
Quick revision cards
Charge — Sec 2(16)?
Crystallization triggers?
Post-02-11-2018 registration ladder?
Pre-02-11-2018 registration ladder?
Which certificates are conclusive evidence?
Deemed notice runs from?
Effect of non-registration?
Sec 78 process in one line?
Satisfaction intimation?
Register vs instrument preservation?
Sec 86 penalties?
Sec 87 rectification?