The filing your bank loan quietly triggers
The day a company takes a secured loan — a term loan against machinery, a working-capital facility against receivables, a mortgage over property — it creates a charge. And the moment it does, a 30-day clock starts running at the Registrar of Companies that most founders never hear about, because the bank's paperwork and the CA's ROC filing sit in different rooms. Miss it, and the company faces penalties and a charge that a liquidator can simply ignore. This is what registering a charge actually involves, the extended windows if you are late, and the equally-forgotten filing you owe when you finally pay the loan off.
What a "charge" is, and why the Registrar wants to know
A charge is security a company gives over its assets to secure a debt — the lender's claim on specific property if the company defaults. The Companies Act treats the public registration of charges as important for a simple reason: anyone dealing with a company (a future lender, a supplier, an investor doing diligence) is entitled to know what of the company's assets is already pledged. So Section 77 of the Companies Act, 2013 puts the duty to register the charge on the company, whether the charge is on tangible or intangible property, within or outside India.
The 30-day rule — and the expensive windows after it
The company must file the particulars of the charge with the Registrar in Form CHG-1 (or Form CHG-9 where the charge relates to debentures) within 30 days of its creation. If you miss that, the Act does not slam the door — but each extension costs more:
- Within 30 days — normal ROC fee only.
- Day 31 to 60 — allowed on payment of additional fees.
- Day 61 to 120 — allowed on payment of additional fees plus ad valorem fees calculated on the amount secured.
That 120 days from creation is the outer limit for charges created on or after the 2019 amendment. Beyond it, the charge cannot be registered through the ordinary route at all — it needs a formal condonation of delay from the Central Government. On successful registration the Registrar issues a certificate of registration in Form CHG-2, which is the company's proof that the charge is on the public record. A modification of an existing charge — a change in terms, amount or the property covered — is filed the same way, in CHG-1, within the same 30-day window.
What happens if you simply don't register it
This is the part that turns a missed filing into a real loss. Under Section 77(3), a charge that is not registered is not taken into account by the liquidator or any other creditor if the company goes into insolvency — in effect, the lender's security evaporates and it is thrown in with the unsecured creditors. Crucially, though, Section 77(4) makes clear the money secured remains payable: non-registration destroys the security, not the debt. On top of that, Section 86 imposes penalties on the company and its officers in default. Because it is the lender's security that is at stake, banks usually insist the CHG-1 is filed — but the statutory duty, and the penalty, still sit on the company. And if the company fails to file, Section 78 lets the charge-holder itself register the charge and recover the cost from the company.
The filing everyone forgets — satisfaction of the charge
Here is the mirror-image trap. When the loan is finally repaid and the charge is released, the job is not over — the company must tell the Registrar the charge has been satisfied. Under Section 82, the company files Form CHG-4 within 30 days of the satisfaction, and the Registrar may allow it within a further period on additional fees. Skip it, and the company's public record still shows a live charge over assets that are actually free — which surfaces painfully years later when a diligence check for a new loan, a fundraise or a sale of the business flags an "open" charge that was cleared long ago. On recording the satisfaction the Registrar issues a certificate in Form CHG-5. Separately, every company must keep its own register of charges in Form CHG-7 at its registered office.
Where this sits in the company's compliance life
Charge registration is event-based rather than annual, so it does not appear on the calendar the way the AOC-4 and MGT-7 filings do — it fires whenever the company borrows against its assets, and again when it repays. It sits alongside the other ROC events on the Private Limited compliance calendar, and it connects to how a company funds itself: a secured loan is one lever, issuing fresh shares is another, and a director's loan brings its own DPT-3 disclosure. Knowing which filings each financing choice triggers is part of running a company cleanly, and it is one more reason the compliance load belongs in the structure decision you make at the start.
How we handle it at RDA, Baner
At RDA Advisory, Baner, charge filings are part of how we run compliance for the companies on our books — timed to the loan, not left to memory. When you take a secured facility we file the CHG-1 within the 30-day window so the security is registered without additional or ad valorem fees, keep your register of charges in order, and — the step most companies miss — file the CHG-4 satisfaction the moment a loan is cleared, so an old, paid-off charge never resurfaces to hold up your next fundraise or diligence. Office No. 102, Snehraj Apartment, Baner, Pune 411045 · call +91 77570 45059.
Taking a secured loan — or just cleared one? Let's file it right
Borrowing against your company's assets, or repaying a facility? RDA files the CHG-1 on time so the charge is registered cleanly, and the CHG-4 when you repay so your record stays clear — alongside the rest of your annual ROC compliance on one calendar. Book a consult at rdatax.in or call +91 77570 45059, or see our ROC and secretarial service. RDA Advisory, Baner, Pune.
Verification note: The requirements described here are based on the Companies Act, 2013 and the Companies (Registration of Charges) Rules, 2014, as administered by the Ministry of Corporate Affairs (mca.gov.in). Section 77 places the duty to register the particulars of a charge with the Registrar in Form CHG-1 (Form CHG-9 for debentures) within thirty days of its creation; for charges created on or after the commencement of the Companies (Amendment) Ordinance, 2019, registration may be allowed within a further period up to sixty days on payment of additional fees, and thereafter up to one hundred and twenty days from creation on payment of additional and ad valorem fees, with the Registrar issuing a certificate of registration in Form CHG-2 (and Form CHG-3 for modification). Under Section 77(3) a charge not so registered is not taken into account by the liquidator or any other creditor, while Section 77(4) preserves the underlying obligation to repay the money secured; Section 78 permits the person in whose favour the charge is created to apply for registration where the company fails to do so; and Section 86 provides penalties for contravention. Section 82 requires the company to give intimation of the satisfaction of a charge in Form CHG-4 within thirty days, with the Registrar issuing a certificate in Form CHG-5, and every company must maintain a register of charges in Form CHG-7 at its registered office. Forms, fees, thresholds and time limits are periodically revised by the MCA; confirm the current requirements for your company with your CA or company secretary. This is general information, not legal or professional advice.
