Late registration of charges after liquidation

The High Court of Northern Ireland has reaffirmed the strict consequences of failing to register a charge within the statutory 21-day period under the Companies Act 2006, particularly where liquidation intervenes.

Key facts

A lender advanced £500,000 secured by a charge over company property. Although an application to register the charge was initially submitted in time, it was rejected due to an error. A corrected form was sent, but no confirmation of registration was received. The solicitors assumed the charge had been registered.

In fact, the second application had also been rejected (presumably because, when that amended application had been sent, the 21-day period had passed). Over a year later – after the borrower company had entered liquidation – the lender discovered that the charge had not been registered and applied to extend time to register the charge pursuant to section 859 of the Companies Act 2006.

Decision

The court refused the application. It held that once liquidation commenced:

• The charge is already void as against the liquidator and creditors under section 859H
• Any extension of time would not merely correct a procedural defect but alter creditor priorities
• Prejudice to creditors is inherent, as the lender’s currently unsecured claim would then be elevated to secured status

The court further confirmed that, post-liquidation, only exceptional circumstances (usually something as serious as fraud) could justify relief. Mere inadvertence or administrative error is insufficient.

Key implications

1. For lenders, this highlights the importance of verifying with their solicitor that registration has been successfully completed with Companies House rather than assuming a filing has been accepted.
2. Post-liquidation relief for failure to file a charge on time with Companies House is exceptionally difficult.
3. Failure to register a charge with Companies House is likely fatal to security and the statutory consequence of voiding the charge as against a liquidator is automatic, leaving very little scope to remedy the error.
4. Prejudice to creditors will usually be assumed and the Courts will be reluctant to disturb the established priorities in insolvency.

Professional negligence risk

The implications for solicitors are significant:

• Failure to secure and confirm registration of a charge with Companies House can result in the total loss of secured status
• The legislation and the Courts provide no meaningful safety net once liquidation occurs
• Assumptions about registration, without obtaining confirmation, are unsafe

This decision reinforces that solicitors must not only submit registration documents but ensure that registration is successfully completed and verified. Failure to do so may expose them to substantial professional negligence claims where lenders lose priority.

More broadly, the decision demonstrates the Courts' reluctance to disturb creditor priorities once insolvency has commenced, reinforcing the need for both lenders and their legal team to treat registration verification as a critical element of the secured lending process.

Trends and takeaways

At TLT, our Real Estate and Banking teams regularly deal with complex lending and registration requirements.  Our litigation and insolvency teams are often instructed by lenders to apply to the Court for an extension of time for filing charges with Companies House, or to ask the Court to order the correction of erroneous filings at Companies House.  

Solicitors and lenders, in our experience, will sometimes treat this as a simple administrative oversight and a nuisance, but this decision clarifies that, with bad timing or bad luck, a liquidation could commence or a second charge could be registered, and lenders could lose their security or priority, whilst the solicitors could be exposed to a professional negligence claim.  

Lenders and solicitors should be vigilant and ensure that the registrations of charges with Companies House are completed correctly, on time, and that they are confirmed as successfully registered.  Where time limits do lapse, or errors are noticed after filing, this requires urgent attention and remediation and should not be treated as an administrative nuisance.

This publication is intended for general guidance and represents our understanding of the relevant law and practice as at July 2026.  For more information see our terms & conditions.