How do I register a charge over IP at Companies House?

Full Explanation

A charge over intellectual property granted by a UK company is registered at Companies House by filing the prescribed particulars, form MR01, together with a certified copy of the charge instrument and the fee. The critical rule is timing: under section 859A of the Companies Act 2006 the charge must be registered within 21 days beginning with the day after it is created. Miss that window and the security is void against a liquidator, an administrator and other creditors, even though it remains valid between you and the lender. In practice the lender or its solicitors will handle the filing, but you should confirm it has been done and that the certificate of registration has been issued. Companies House registration is not the whole picture for IP. Registered rights should also be recorded against the relevant register at the UK Intellectual Property Office, so that anyone searching the patent, trade mark or registered design can see the encumbrance. Lenders will run prior-charge and encumbrance searches at both Companies House and the UK IPO before advancing, which is why a clean, unencumbered title and a documented chain of title are prerequisites for any IP facility. The form the security takes affects both its strength and how it is described. Ranked from strongest to weakest, a legal mortgage or assignment by way of security, usually with a licence-back so you can continue to use the IP, gives the most protection; a fixed charge over identifiable assets, for example specific patents by number, comes next; and a floating charge is weakest. This matters on insolvency, where the order of priority runs fixed charges, then insolvency expenses, then preferential creditors, then floating charges, and finally unsecured creditors, so how your IP is charged directly affects the lender's recovery and therefore its appetite. If you are preparing to grant security, get the paperwork right before completion: confirm the charge type, ensure the chain of title is properly assigned, and diarise the 21-day deadline for both the Companies House and UK IPO filings. It is also worth running your own encumbrance searches first, so you can clear any legacy charges that would otherwise undermine the lender's ranking. Assembling that title-and-encumbrance evidence up front is a core part of a lending-ready collateral pack.

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