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Further information


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.

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

For LLPs 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:
(i) goodwill;
(ii) a patent or a licence under a patent;
(iii) a trademark;
(iv) a copyright or a licence under a copyright;
(v) a registered design or a licence in respect of such a design;
(vi) a design right or a licence under a design right; and
(vii) the book debts (whether book debts of the LLP or assigned to it),
a security over a ship or aircraft or any share in a ship;
a floating charge.


2. Which forms should I use?

Particulars of a charge created by a Limited Liability Partnership (LLP) registered in Scotland – LL MG01s

Particulars for the registration of a charge to secure a series of debentures by a Limited Liability Partnership (LLP) registered in Scotland – LL MG07s

Particulars of an issue of secured debentures in a series by a Limited Liability Partnership (LLP) registered in Scotland – LL MG08s

Particulars of a charge subject to which property has been acquired by a Limited Liability Partnership (LLP) registered in Scotland – LL MG06s

Statement of satisfaction in full or in part of a fixed charge by a Limited Liability Partnership (LLP) registered in Scotland – LL MG02s

Statement of satisfaction in full or in part of a floating charge by a Limited Liability Partnership (LLP) registered in Scotland – LL 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 Limited Liability Partnership's (LLP's) property, by an LLP registered in Scotland – LL 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 Limited Liability Partnership's (LLP's) property, by an LLP registered in Scotland – LL MG05s

Particulars of an instrument of alteration to a floating charge created by a Limited Liability Partnership registered in Scotland – LLP466

3. Things to Remember when filing a Form LL MG01s

The Form LL 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;

complete the correct form and deliver it to the correct registration office while also following any relevant notes on the form;
deliver a certified copy of the Instrument (if there is one) creating or evidencing the charge with the form;
check that the details on the form are correct and match the information given in the instrument; and
enclose the registration fee of £13


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 event of the LLP’s insolvency the charge will be void against the liquidator or administrator and any creditor of the LLP. 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 an LLP fails to deliver a registrable charge, and no interested party has registered it, then the LLP and every member of the LLP 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 LLP 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 LLP must complete and deliver Form LL MG06s to Companies House, with a certified copy of any instrument that created or evidenced the charge.

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

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

The LLP does not need to inform Companies House that it has fully or partly paid off a charge. However, it is in the LLP’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 Form LL MG02s or Form LL MG03s (dependant on whether the satisfaction is of a fixed or floating charge) to Companies House as notification that the LLP has partly or fully paid off a charge.

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

As with partly or fully paid-off charges, there is no requirement for a LLP to inform Companies House that its property has been released from a charge or that the property no longer belongs to the LLP. However, it is in the LLP’s own interests that potential investors and lenders are aware of this. You should either deliver Form LL MG04s or Form LL 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 LLP.

For further information see further sections 878 to 892 of the Companies Act 2006 as applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009.