Guidance

Rectification of Charges: Part 1 (Charges created before 6 April 2013)

Published 24 February 2016

1. Rectifying the Register under section 873/888 of the Act

If the particulars of a charge are incorrect on a charge registered by a company pursuant to Part 25 of the Act (or equivalent provisions for Limited Liability Partnerships) then you will need to make an application pursuant to section 873/888 of the Act to rectify them.

The particulars of a charge are prescribed by way of regulations [SI 2008/2996] and are as follows:

• The date of creation of the charge;
• A description of the instrument (if any) creating or evidencing the charge;
• The amount secured by the charge;
• The name and address of the person entitled to the charge; and
• Short particulars of the property charged.

There may also be occasions where the notification of the satisfaction of a charge has been made in error and an application pursuant to section 873/888 to delete the entries made on the Register will be necessary.

If you are seeking to rectify information registered pursuant to Sections 859K, 859L or 859O of Chapter A1 of Part 25 of the Act (which relates to a charge created before 6 April 2013), then you should make an application under Section 873/888.

2. Contacting the registrar of companies

The registrar of companies should be contacted as soon as possible with your proposed application in draft (together with a draft Order), so that the Registrar can either approve the application/Order, or suggest amendments which may be agreed between parties.

3. Making an application to the court

Consider seeking independent legal advice before making any application to the court. You should also refer to the Civil Procedure Rules 1998 (as amended), with a view to making an application pursuant to Part 8 of these rules.

More information on the Civil Procedure Rules.

4. Adding the Registrar of Companies to the application

You are advised to add the Registrar as a Defendant to the proceedings because he will have to amend the Register following the rectification Order made by the court.

5. Consenting to applications

The Registrar does not consent to applications as he feels that rectification relief is discretionary, and the court still has to make a decision based on the evidence before it whether to order rectification. However, as long as the Registrar does not object to the order and there is agreement that no order for costs will be made against him then he will confirm his position to the court in writing.

6. Drafting a court Order

It is important that the draft order clearly identifies the charge in question, so as to ensure it can be identified. Wording along the following lines is not uncommon in draft orders for rectification relief:

UPON the Court being satisfied that the misstatement [insert details] was due to inadvertence and that it is just and equitable to grant relief pursuant to section 873/888 of the Companies Act 2006

IT IS ORDERED THAT

Upon delivery of an Office Copy of this Order to the Defendant the statutory register of charges for the Claimant relating to a charge dated (DD/MM/YYYY) granted by the Claimant in favour of (DD/MM/YYYY) and registered by the Defendant on (DD/MM/YYYY) be rectified by deleting the words (XXXXXXXXXXXXX), and substituting the words (XXXXXXXXXXXXX) in their place.

7. Attending a hearing

If the Registrar is happy to approve the application then he will not attend any future hearing. This is because the Registrar wishes to keep costs to a minimum. However, if novel areas of law are raised by presenters then the Registrar reserves the right to make representations before the court.

8. When an Order is made by the court

If the court makes an Order a sealed copy of the Order should be sent to the Legal section at Companies House. If the Order is acceptable, it will then arrange for the register to be rectified.

9. Length of time to rectify the register

The Registrar will act upon the Order and amend the Register as soon as possible, but this will depend upon workloads within Companies House. You will be advised when we have completed the rectification of the Register.

10. Avoiding the need to make an application to amend the register

You should ensure that the particulars of charge sent to the Registrar for registration are correct. The legislation requires the particulars of the charge to be submitted on a form along with the original deed and a fee. It is always worth double checking that the particulars of the charge within the deed match those submitted on the appropriate Form. You should also ensure that in relation to the satisfaction of a charge these details also reflect the correct position, ie has the charge actually been satisfied; is it only satisfied in part rather than in full.