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Charges and Mortgages (Scotland)


A charge (or mortgage) is the security a company gives for a loan. Most charges must be registered at Companies House. The registration need not be by the company itself – in most cases, registration is by the lender or the lender’s agent. To register a charge, the details of the charge together with a certified copy of the document creating or evidencing the charge, must be delivered to Companies House within the specified time limit.

You must deliver your application to register a charge within 21 days after the creation of the charge to ensure its security in the event of liquidation. You will need a court order to register it outside the 21-day limit.

Registration of Charges

1. Charges to be registered at Companies House, Scotland.

For companies incorporated in Scotland, the charges that must be registered are;

A charge on land or any interest in such land, other than a charge for any rent or other periodical sum payable in respect of the land;
A security over incorporeal moveable property of any of the following categories;
- goodwill;
- a patent or a licence under a patent;
- a trademark;
- a copyright or a licence under a copyright;
- a registered design or a licence in respect of such a design;
- a design right or a licence under a design right;
- the book debts (whether book debts of the company or assigned to it), and
- uncalled share capital of the company or calls made but not paid;
A security over a ship or aircraft or any share in a ship;
A floating charge.


2. Which forms should I use?

Purpose Form Number
Particulars of a charge created by a company registered in Scotland MG01s
Particulars for the registration of a charge to secure a series of debentures by a company registered in Scotland MG07s
Particulars of an issue of secured debentures in a series by a company registered in Scotland MG08s
Particulars of a charge subject to which property has been acquired by a company registered in Scotland MG06s
Statement of satisfaction in full or in part of a fixed charge by a company registered in Scotland MG02s
Statement of satisfaction in full or in part of a floating charge by a company registered in Scotland MG03s
Application for registration of a memorandum of satisfaction
That part [or the whole] of the property charged
(a) has been released from the fixed charge;
(b) no longer forms part of the company’s property. MG04s
Application for registration of a memorandum of satisfaction
That part [or the whole] of the property charged
(a) has been released from the floating charge;
(b) no longer forms part of the company’s property. MG05s
Particulars of an instrument of alteration to a floating charge 466


3. Particulars of a Charge and Things to Remember

The Form MG01s is the most commonly filed charge form at Companies House Scotland. You must deliver the prescribed particulars of the charge, together with a certified copy of the instrument (if any) by which the charge is created or evidenced,
to Companies House within 21 days of the date of creation of the charge. It is important to act as quickly as possible and, when delivering the form to Companies House, remember to;

(i) complete the correct form and deliver it to the correct registration office while also following any relevant notes on the form;
(ii) deliver a certified copy of the Instrument (if there is one) creating or evidencing the charge with the form;
(iii) check that the details on the form are correct and match the information given in the instrument; and
(iv) enclose the correct registration fee

4. What if I do not register a charge within the 21 day filing deadline?

If you do not register the charge in time, then in the event of the company’s insolvency the charge will be void against the liquidator or administrator and any creditor of the company. This means that the debt for which the charge was given will remain payable, but it will be unsecured. Only the court can grant an extension of time for registration of a charge that Companies House did not receive in time.

If a registrable charge is not registered in time, then the company that created the charge and every officer of the company who is in default are liable to a fine.

5. Acquisition of property which is already charged.

If you acquire property that is already subject to a charge, and the charge is of a type which the company would have had to register if it had created the charge itself, then it must notify the fact that is has acquired this property. To do this the company must complete and deliver Form MG06s to Companies House, together with a certified copy of any instrument that created or evidenced the charge.

You must do this within 21 days after the company completed the acquisition of the property.

Satisfaction of Charges

6. What should I do when the company pays off the charge?

The company does not need to inform Companies House that it has fully or partly paid off a charge. However, it is in the company’s own interests that potential investors and lenders are aware that it has paid off all or part of the debt. You should either deliver the Form MG02s or MG03s ( dependant on whether the satisfaction is of a fixed or floating charge) to Companies House as notification that the company has partly or fully paid off a charge.

7. What if the charged property ceases to be charged or to belong to the company?

As with partly or fully paid-off charges, there is no requirement for a company to inform Companies House that its property has been released from a charge or that the property no longer belongs to the company. However, it is in the company’s own interests that potential investors and lenders are aware of this. You should either deliver the Form MG04s or MG05s dependant on whether it is a fixed or floating charge to Companies House to notify us when the charged property ceases to be charged or to belong to the company.

Further information on the Registration of Charges can be found in Part 25 of the Companies Act 2006.