How to Remedy a Missed Deadline for Registering a Charge at the Companies House

Failing to register a charge at Companies House within the statutory period carries serious consequences, but it is not beyond remedy. Section 859F of the Companies Act 2006 permits the court to extend the time for registration, on an application made to the Companies Court within the Business and Property Courts of the High Court, and on payment of a fee. What earlier companies legislation treated as a criminal matter is now a question of persuading the court, and the criteria are strict.

The company, or an interested person such as the beneficiary of the charge or their representative, issues a claim under Part 8 of the Civil Procedure Rules, explaining how the charge came to be unregistered within the time limit. The claim must be supported by a witness statement evidencing that the failure was accidental, or due to inadvertence or some other sufficient cause, or that it is not of a nature to prejudice the position of creditors or shareholders of the company. That evidence deserves the greatest care. Insufficient evidence invites adjournment or dismissal, and the common pitfall is to treat the procedure as a mere formality, which mistakes its character entirely. The court assesses each application on its own merits, case by case, and ultimately asks whether it would be just and equitable to grant the order. Section 859M of the Act makes related provision where registered particulars require rectification.

Everyone upon whom the application will have an impact must be notified and given sight of the application and its supporting evidence, including other chargees holding security over the company's assets and, where the application is made on its behalf, the company itself. At least two clear working days before the hearing, a statement confirming that the company is solvent must be provided to the court, and the original charge instrument must be produced to the Registrar. Supplying false or inaccurate information is an offence under section 1112 of the Companies Act 2006.

If the application succeeds, two copies of the order are provided, and the charge is then registered by filing form MR01 with a copy of the order attached. A form MR01 accompanied by a court order cannot be submitted electronically. The case law offers lenders a measure of reassurance: in Anfield (UK) Ltd v Bank of Scotland plc [2010], a bank which had failed to register its own legal charge was nonetheless entitled, by subrogation, to the benefit of a pre-existing registered legal charge, ranking in priority ahead of intermediate lenders. Reassuring, but no substitute for compliance: the strict criteria for extending time remain, and the better course is never to need them.

About the author: Dr Aamir Nawaz, LLB (Hons), LLM, PhD, Solicitor, Barrister (np) and Notary Public.