Registering a charge over property a company acquires

When a company buys property that is already subject to a mortgage or other charge, it can register that existing charge at Companies House on form MR02 under section 859C of the Companies Act 2006. Unlike a charge the company creates itself, there is no 21 day deadline and no loss of security if it is filed late, but the form must be delivered together with a certified copy of the original charge instrument and the fee.

When does a company use MR02 rather than MR01?

Section 859C applies where a company acquires property or undertaking that is subject to a charge of a kind that would have been registrable under section 859A if the company had created it after the acquisition. In plain terms, the security was granted by someone else, usually the previous owner, and it stays attached to the asset when the company takes it over. Situations where this comes up include:

• buying a building from a seller whose lender agrees to leave its legal charge in place rather than being repaid at completion
• taking over the business and assets of another company in a group reorganisation, where the bank’s security over those assets continues
• acquiring an aircraft, ship or registered intellectual property that is already charged

The test is who created the charge. If the company itself signs a new mortgage or debenture to fund the purchase, that is a charge created by the company and it belongs on form MR01 within 21 days beginning with the day after the date of creation, under section 859A. Our guide to registering a charge on MR01 covers that route.

Two further points decide which form to use. Companies House says MR02 is only for charges whose original creation date is on or after 6 April 2013, when the current Part 25 regime started. For older charges it points to the archived forms MG06 (England and Wales, Northern Ireland) or MG06s (Scotland) on the National Archives website, and warns that the fees printed on archived forms may be out of date. A limited liability partnership uses the equivalent form LL MR02.

Is there a deadline, and what happens if MR02 is never filed?

Companies House’s notes on completing MR02 say there is no specified period of time for delivering it. That follows from the wording of section 859C(2): the registrar must register the charge if the company or any person interested in the charge delivers a statement of particulars, but the section sets no time limit.

The penalty for missing the deadline on a charge the company creates does not apply either. Section 859H makes an unregistered charge void against a liquidator, an administrator and a creditor of the company, with the secured money becoming immediately payable, but only where the company created a charge to which section 859A or 859B applies. An acquired charge under section 859C is outside that rule, so the lender’s security does not fail for want of registration. For contrast, see our guide on registering a charge late, which only concerns charges the company created.

That does not make MR02 pointless. The register is how lenders, buyers and creditors find out what security a company’s assets carry, and Companies House’s charges guidance tells companies to make sure any charges registered against them are correct and up to date. A charge that exists but is missing from the register gives anyone searching it an incomplete picture of the company’s assets.

What information goes on the form?

The particulars required by section 859D include the date of creation of the charge and, for a charge to which section 859C applies, the date the property or undertaking was acquired. Companies House’s completion notes take each box in turn:

1. Company details. The name and number of the acquiring company, matching the register exactly.
2. Charge creation date. The date of the original written instrument, not the date of purchase.
3. Date property was acquired. The date the company acquired the property.
4. Persons entitled to the charge. The names must reflect the instrument. If there are more than four, give any four and tick the statement that there are more.
5. Description. A short description of any real estate (including buildings), ship, aircraft or intellectual property charged. With several items, describe at least one and refer the reader to the instrument for the rest. If there are none, leave it blank or write “none”.
6. Charge or fixed security. Tick if the instrument contains other fixed charges beyond the specific assets described.
7. Floating charge. Say whether there is one and, if so, whether it covers all the property and undertaking.
8. Negative pledge. Tick if the terms stop the chargor creating further security ranking equally with or ahead of the charge.
9. Trustee statement. Tick if the chargor acts as trustee of the charged property; this can also be added later on MR06.
10. Authentication. A person with an interest in the charge, such as the company, the lender, or their solicitor or accountant, enters their printed name. No signature is needed.

For the difference between fixed and floating security, which drives several of these boxes, see fixed and floating charges.

What has to be sent with it, and what does it cost?

Section 859C(3) says that where the charge is created or evidenced by an instrument, the registrar only has to register it if a certified copy of the instrument is delivered with the statement of particulars. Companies House asks for the form, the certified copy and the fee together, and says it will reject an application that does not include all three; it will not chase missing documents or hold an incomplete application. The original deed should not be sent, because Companies House keeps what it receives and makes it available on the public register.

Under section 859G, the certified copy does not need to include personal information about an individual other than their name, bank or securities account numbers, or signatures, so these can be removed before filing.

Any person interested in the charge can file. The company can file online using its authentication code, and agents or lenders filing for other companies need to register with Companies House as a lender. Companies House’s fees table, updated in September 2026, lists £14 to register a charge online or through software and £24 on paper. The MR02 form page itself has shown £15 for online filing, so check the figure on the day you file; our Companies House fees guide gives the wider picture.

What records must the company keep after the acquisition?

Section 859P requires a company to keep available for inspection a copy of every instrument creating a charge capable of registration under the Part 25 chapter, together with any instrument varying it. Subsection (4) confirms that the copy delivered to the registrar under section 859C(3) is enough. Section 859Q says the copies must be kept at the registered office or another permitted inspection place, must be open to creditors and members free of charge and to others for a prescribed fee, and that refusing an inspection is an offence by the company and every officer in default.

How might this play out?

Illustration only. A trading company buys a freehold unit on 10 June 2026 from another company in its group. The seller’s lender agrees that its legal charge, created on 15 September 2019, will stay over the unit. Because that charge was created after 6 April 2013, the buyer’s accountant files MR02 online showing:

• charge creation date 15 September 2019 and acquisition date 10 June 2026
• the lender’s name as the person entitled
• a short description of the unit, with the fixed charge box ticked and the floating charge answered “no”
• a certified copy of the 2019 charge deed with signatures and account numbers removed

On the same day the buyer also signs a new debenture to the same lender over all its assets. That is a new charge created by the buyer, so it goes on MR01 within 21 days, and missing that deadline would leave it void against a liquidator, administrator or creditor. Two charges, two forms, two different sets of rules.

What mistakes come up most often?

• Using MR02 for a new mortgage taken out at purchase. If the company granted the security, it is MR01 and the 21 day clock applies.
• Using MR02 for a charge created before 6 April 2013. Companies House directs these to the archived MG06 or MG06s.
• Swapping the dates. Box 2 is the date of the original instrument and box 3 is the acquisition date.
• Sending things separately or sending the original. Incomplete applications are rejected and returned, and the original deed should stay with the company or its lawyers.
• Forgetting the end of the story. When the acquired debt is repaid or the property sold, file a statement of satisfaction or release so the register stays accurate; see satisfying a charge on MR04.

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Related Accountapedia entries

• Can I charge VAT after registering late
• Registering a charge at Companies House
• Registering a new company for corporation tax
• Registering as an employer with HMRC
• Registering an overseas company’s UK establishment

Sources

• legislation.gov.uk: Act 2006 c. 46, section 859C
• legislation.gov.uk: Act 2006 c. 46, section 859A
• GOV.UK: Register a charge property or undertaking acquired mr02
• GOV.UK: How to complete paper form mr02
• legislation.gov.uk: Act 2006 c. 46, section 859D
• legislation.gov.uk: Act 2006 c. 46, section 859H
• legislation.gov.uk: Act 2006 c. 46, section 859G
• GOV.UK: Register a charge mortgage for a limited company
• GOV.UK: Companies house fees
• legislation.gov.uk: Act 2006 c. 46, section 859P

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 24 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.