Registering a charge late: extending the 21 days

Q: How might this play out, and what goes wrong?

Illustration only. A company grants its bank a debenture by deed, delivered on 2 March 2026, so the last day for delivery is 23 March 2026. The bank's solicitors and the company's adviser each think the other has filed. On 10 April the bank finds no charge on the public register. The company is trading normally and has given no other security. The bank applies promptly under section 859F with evidence of the oversight and the company's solvency, obtains an order extending the period, and files the MR01 with a copy of the order and the certified debenture within the time the order allows. Common mistakes: Sending a late MR01 without a court order and losing further time when it is rejected. Waiting, so that the company's position deteriorates and the prejudice argument becomes harder. Relying on a replacement floating charge without considering section 245. Using section 859F for errors in a charge that was filed on time, where section 859M is the route. Forgetting that a void charge makes the secured money immediately payable, which can trigger cross default terms elsewhere. When the debt is later repaid, the charge stays on the register until a statement of satisfaction is filed; see satisfying a charge. Company directors can protect the business against the cost of an HMRC check with tax investigation insurance, which pays up to £100,000 of accountant's fees with Solar Protect. Read how our cover works or get a quote.

A charge not delivered to Companies House within 21 days of its creation is void against a liquidator, an administrator and the company’s creditors, and Companies House will reject a late MR01 unless it comes with a court order. The company or the lender can apply to court under section 859F of the Companies Act 2006 to extend the period, and the court can grant it if the delay was accidental or had another sufficient cause, did not prejudice creditors or shareholders, or relief is otherwise just and equitable.

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What happens the moment the 21 days run out?

Section 859A(4) defines the period allowed for delivery as 21 days beginning with the day after the date the charge was created. Companies House’s example is that a charge dated 6 April 2025 must be delivered by 27 April 2025. The basic filing rules, including how the creation date is fixed for deeds held in escrow, are covered in registering a charge at Companies House; this page deals with what to do when that date has been missed.

Once the period has passed without delivery, section 859H applies. The charge is void, so far as it gives security over the company’s property, against:

a liquidator of the company;
an administrator of the company; and
a creditor of the company.

The loan itself is not cancelled. Section 859H(4) keeps the contract for repayment alive and adds that when a charge becomes void, the money it secured immediately becomes payable. So a missed deadline turns a secured lender into a potentially unsecured one and gives it a right to call in the loan at once.

The MR01 form itself warns that a form delivered outside the 21 days will be rejected unless it is accompanied by a court order extending the time for delivery. There is no late filing fee or administrative route at Companies House; the court is the only way back.

Who can apply, and to which court?

Section 859F(3) allows the application to be made by the company or by “a person interested”, which in practice is usually the lender, sometimes jointly with the company. “The court” is defined in section 1156: in England and Wales the High Court or the county court, in Scotland the Court of Session or the sheriff court, and in Northern Ireland the High Court, subject to the rules on how business is allocated between courts.

Because the lender carries the risk, it is normally the lender’s solicitors who discover the problem and drive the application, but a company should not assume the lender will act. A director who knows the company is under financial pressure has good reason to make sure the position is regularised quickly.

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What must the court be satisfied of?

Section 859F sets two conditions. First, neither the company nor anyone else interested in the charge delivered the required documents within the period allowed. Second, one of these applies:

the failure was accidental, or due to inadvertence or some other sufficient cause;
the failure is not of a nature to prejudice the position of creditors or shareholders of the company; or
on other grounds it is just and equitable to grant relief.

The application therefore needs evidence that addresses those points directly: how the charge was created and when, why it was not filed (for example each side believing the other would file, or a form rejected for a defect and not resubmitted), when the omission was discovered, and what the company’s financial position is. The prejudice limb is about the people a void charge protects, so the court will want to know whether other creditors have dealt with the company, or taken security, in the gap, and whether a liquidation or administration is in prospect.

What terms can the court attach to an extension?

Section 859F(3) lets the court extend the period “on such terms and conditions as seem to the court just and expedient”. The Act does not list the terms, so they are for the court in each case. An applicant should expect the court to consider protecting anyone whose position could be worsened by the charge coming back to life, such as creditors who took security or lent money between the end of the original 21 days and the date the charge is actually registered. The order will also set the new period within which the documents must be delivered.

An extension is not a formality. Where insolvency is already under way, reviving a void charge would take value from the other creditors, which is exactly the prejudice the statutory test is concerned with.

How is the charge registered once the order is made?

The order replaces the original period with the period it allows. Section 859A(5) requires a copy of the order to be delivered with the section 859D statement of particulars, and section 859A(3) still requires a certified copy of the charge instrument. The normal Companies House fee applies: £14 online and £24 for a paper MR01.

Section 859H(2) then measures the consequence of non delivery against “the period allowed by the order”, so a charge delivered within the extended period is not void under that section. Once registered, the certificate issued under section 859I(6) is conclusive evidence that the documents were delivered before the end of the relevant period allowed, which for this purpose includes the extended period.

Is taking a fresh charge a better option?

Lenders sometimes ask the company to grant a new charge instead of, or as well as, applying to court. A new charge has its own creation date and its own 21 day period, so it can be registered without a court order. It does not repair the original charge: the new security exists only from its own date, and anything that happened in between, including other security granted by the company, is not displaced.

There is also an insolvency risk. Under section 245 of the Insolvency Act 1986, a floating charge created in the 12 months before the onset of insolvency (2 years if the lender is connected with the company) is invalid except to the extent of new money, goods or services provided, or debt discharged, at or after its creation. For an unconnected lender within the 12 month window, section 245(4) applies only if the company was unable to pay its debts at the time or became unable as a result. A replacement floating charge that secures only an existing loan can therefore give the lender little if the company fails within that window. The difference between fixed and floating security is explained in fixed and floating charges.

What if the charge was filed on time but the details were wrong?

That is a different problem with a different remedy. Section 859M allows the court, on the application of the company or a person interested, to order rectification of an omission or misstatement in a statement or notice delivered to the registrar, on similar grounds: accident, inadvertence or other sufficient cause, no prejudice to creditors or shareholders, or that relief is just and equitable. The applicant must send a copy of the order to the registrar for registration. Section 859F is only needed where nothing was delivered in time.

How might this play out, and what goes wrong?

Illustration only. A company grants its bank a debenture by deed, delivered on 2 March 2026, so the last day for delivery is 23 March 2026. The bank’s solicitors and the company’s adviser each think the other has filed. On 10 April the bank finds no charge on the public register. The company is trading normally and has given no other security. The bank applies promptly under section 859F with evidence of the oversight and the company’s solvency, obtains an order extending the period, and files the MR01 with a copy of the order and the certified debenture within the time the order allows.

Common mistakes:

Sending a late MR01 without a court order and losing further time when it is rejected.
Waiting, so that the company’s position deteriorates and the prejudice argument becomes harder.
Relying on a replacement floating charge without considering section 245.
Using section 859F for errors in a charge that was filed on time, where section 859M is the route.
Forgetting that a void charge makes the secured money immediately payable, which can trigger cross default terms elsewhere.

When the debt is later repaid, the charge stays on the register until a statement of satisfaction is filed; see satisfying a charge.

Company directors can protect the business against the cost of an HMRC check with tax investigation insurance, which pays up to £100,000 of accountant’s fees with Solar Protect. Read how our cover works or get a quote.

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Sources

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.