Repaying a secured loan does not clear the charge from the Companies House register. The register only records that a charge is satisfied or released when someone delivers a statement under section 859L of the Companies Act 2006, usually on form MR04 (or MR05 where property is released). Until then, anyone searching the company sees the charge as outstanding.
Why does a repaid charge stay on the register?
Registration of a charge is triggered by a filing, and so is its removal. Section 859L(5) requires the registrar to enter a statement of satisfaction or release only when the statement and particulars described in section 859L are delivered for a registered charge. Nothing in that section makes the registrar act on their own initiative when a loan is repaid, and the registrar has no way of knowing that a bank has been paid off. So a charge registered years ago can sit on the public record as “outstanding” long after the debt has gone.
That causes real problems. A new lender searching the register will see existing security that appears to rank ahead of, or equally with, its own. A buyer of the business or its shares will want to know why the charge is still there. And the original lender may have no commercial reason to file anything once it has been paid, which is why the job often falls to the company or its accountant.
What are MR04 and MR05 for?
Section 859L(2) recognises two kinds of statement:
- Satisfaction (MR04). The debt for which the charge was given has been paid or satisfied, in whole or in part.
- Release or disposal (MR05). All or part of the property or undertaking charged has been released from the charge, or has ceased to form part of the company’s property or undertaking. Where only part is affected, the statement must include a short description of that part.
A typical MR05 case is a company selling one of several properties covered by a bank’s debenture: the bank releases that property, the rest of the security stays in place, and the MR05 records the release. MR04 is used when the debt itself has been repaid. LLPs use LL MR04 and LL MR05; see LLP filings at Companies House.
What information does the statement need?
Under section 859L(4) the particulars are:
- the name and address of the person delivering the statement and an indication of their interest in the charge;
- the registered name and number of the company that created the charge (or that acquired property subject to it);
- for a charge created on or after 6 April 2013, the unique reference code allocated to the charge;
- for a charge created before 6 April 2013, the date of creation, a description of any instrument creating or evidencing it, and short particulars of the property charged.
The MR04 form mirrors this. Part A is for charges created before 6 April 2013 and Part B, which asks for the charge code shown on the registration certificate, is for later charges. Part C, completed in every case, confirms whether the debt has been paid or satisfied in full or in part, gives the name and address of the person delivering the statement, and asks for their interest in the charge, with “chargor” or “chargee” given as examples. Companies House encourages online filing, and its published list of fees includes a fee for registering a charge but none for a statement of satisfaction.
Who can file the statement of satisfaction?
Section 859L does not limit the statement to the lender. It requires the person delivering it to identify themselves and their interest in the charge, and the MR04 lists the chargor (the company) as well as the chargee (the lender) as examples. In practice, then, the company can file its own MR04 once the debt has been repaid.
Because anyone can file, it is worth being careful. Section 1112 makes it an offence, without reasonable excuse, to deliver a document to the registrar that is misleading, false or deceptive in a material particular. A company that files an MR04 for a charge that has not been fully paid off risks that offence, and the lender’s security itself is not discharged by an entry on the register. The safe practice is to obtain written confirmation from the lender, such as a redemption statement showing a nil balance or a deed of release, before filing, and to keep it with the company’s records (see our guide to company records retention).
How do you find the right charge to satisfy?
The charges section of the company’s page on the Companies House register lists each charge with its creation and delivery dates, its status (outstanding, satisfied or part satisfied) and the persons entitled. For charges created from 6 April 2013, the charge code also appears on the registration certificate. A company refinancing with several lenders over the years may have a string of debentures from different banks, some of them replaced long ago. Match each charge against the lender’s confirmation before filing, because a statement is tied to a specific charge code. Where a bank has taken a fresh debenture on refinancing, the old one needs its own statement even though the same bank holds the new one.
How does this work in practice?
Illustration only. A manufacturing company has three charges on its register:
| Charge | Position | Filing needed |
|---|---|---|
| 2012 debenture to Bank A | Loan repaid in 2019; Bank A confirms in writing | MR04, Part A and Part C, satisfied in full |
| 2018 fixed charge to Bank B over two warehouses | One warehouse sold in 2025 and released by Bank B; loan continues | MR05 describing the warehouse released |
| 2023 debenture to Bank B | Loan ongoing | None |
The company is preparing for a sale. The buyer’s lawyers will expect the 2012 charge cleared and the 2018 charge updated before completion, so the company files the MR04 and MR05 now instead of waiting to be asked.
What if the details on the register are wrong rather than out of date?
An MR04 or MR05 records a later event. If the original MR01 contained an error, such as the wrong date of creation or a mistaken description of the property, the remedy is different: section 859M allows the court to order rectification of an omission or misstatement, and a copy of the order must be sent to the registrar. Companies House publishes separate guidance on the rectification of charges.
What mistakes are common?
- Assuming the lender has filed, or that the register updates automatically on repayment.
- Using MR04 for a partial release of property, when MR05 is the form for releases and disposals.
- Using the wrong part of the form: Part A for older charges, Part B with the charge code for charges created from 6 April 2013.
- Filing before the lender has confirmed in writing that the debt is cleared.
- Forgetting old charges in favour of directors or connected companies, which also need clearing once those loans are repaid; see interest on loans to your company for the tax treatment of such loans.
The registration rules themselves, including the 21 day deadline, are covered in our guide to registering a charge.
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Related Accountapedia entries
- Reporting fraudulent filings at Companies House
- Companies House powers to query and remove information
- The lawful purpose statement
- The registered email address requirement
- Removing personal information from the public register
Sources
- legislation.gov.uk: Act 2006 c. 46, section 859L
- GOV.UK: Register a statement of satisfaction mr04
- GOV.UK: Register a statement property released in part or whole mr05
- GOV.UK: Companies house forms for limited liability partnerships
- GOV.UK: Companies house fees
- Companies House register: Charges
- legislation.gov.uk: Act 2006 c. 46, section 1112
- legislation.gov.uk: Act 2006 c. 46, section 859I
- legislation.gov.uk: Act 2006 c. 46, section 859M
- GOV.UK: Rectification of charges
Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.
