Chapter VI - Registration of Charges

Section 77

Section 77: duty to register charges

Every company creating a charge on its property, assets or undertakings, in or outside India, must register its particulars with the Registrar within thirty days of creation.

Official text

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Need advice on Section 77?

This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.

Statutory text

Bare law

(1) It shall be the duty of every company creating a charge within or outside India, on its property or assets or any of its undertakings, whether tangible or otherwise, and situated in or outside India, to register the particulars of the charge signed by the company and the charge-holder together with the instruments, if any, creating such charge in such form, on payment of such fees and in such manner as may be prescribed, with the Registrar within thirty days of its creation: Provided that the Registrar may, on an application by the company, allow such registration to be made— (a) in case of charges created before the commencement of the Companies (Amendment) Act, 2019, within a period of three hundred days of such creation; or (b) in case of charges created on or after the commencement of the Companies (Amendment) Act, 2019, within a period of sixty days of such creation, on payment of such additional fees as may be prescribed: Provided further that if the registration is not made within the period specified— (a) in clause (a) to the first proviso, the registration of the charge shall be made within six months from the date of commencement of the Companies (Amendment) Act, 2019, on payment of such additional fees as may be prescribed and different fees may be prescribed for different classes of companies; (b) in clause (b) to the first proviso, the Registrar may, on an application, allow such registration to be made within a further period of sixty days after payment of such ad valorem fees as may be prescribed. Provided also that any subsequent registration of a charge shall not prejudice any right acquired in respect of any property before the charge is actually registered. Provided also that this section shall not apply to such charges as may be prescribed in consultation with the Reserve Bank of India.

(2) Where a charge is registered with the Registrar under sub-section (1), he shall issue a certificate of registration of such charge in such form and in such manner as may be prescribed to the company and, as the case may be, to the person in whose favour the charge is created.

(3) Notwithstanding anything contained in any other law for the time being in force, no charge created by a company shall be taken into account by the liquidator appointed under this Act or the Insolvency and Bankruptcy Code, 2016, as the case may be, or any other creditor unless it is duly registered under sub-section (1) and a certificate of registration of such charge is given by the Registrar under sub-section (2).

(4) Nothing in sub-section (3) shall prejudice any contract or obligation for the repayment of the money secured by a charge.

Introduction

An unregistered charge is not taken into account by a liquidator, whether appointed under the Act or the Insolvency and Bankruptcy Code, 2016, or by any other creditor, though the underlying debt remains payable.

The provisos give the Registrar limited power to allow late registration on additional or ad valorem fees.

Key takeaways

Thirty days

Register the particulars, signed by the company and the charge-holder, with the instruments, within thirty days of creation.

Late registration

For charges created on or after the 2019 Amendment, the Registrar may allow sixty more days on additional fees, then a further sixty days on ad valorem fees.

Effect of non-registration

An unregistered charge is ignored by the liquidator and other creditors; the repayment obligation survives.

What must be registered

Section 77(1) covers every charge a company creates within or outside India on its property, assets or undertakings, tangible or otherwise, in or outside India. The particulars, signed by the company and the charge-holder, are filed with any instrument creating the charge in the prescribed form, fee and manner. Rule 3 of the Companies (Registration of Charges) Rules, 2014, as originally notified, prescribes Form No. CHG-1 (other than debentures) or CHG-9 (debentures); check the current forms.

Late registration windows

Under the first proviso, the Registrar may, on the company’s application, allow registration (a) for charges created before the commencement of the Companies (Amendment) Act, 2019, within three hundred days of creation, or (b) for charges created on or after that commencement, within sixty days of creation, on additional fees. Under the second proviso, a clause (a) charge not registered in time had to be registered within six months from that commencement, and for a clause (b) charge the Registrar may allow a further sixty days after payment of ad valorem fees.

Section 1(2) of the 2019 Amendment Act deems section 11, which substituted these provisos, to have come into force on 2 November 2018. A charge created today falls under clause (b).

Other provisos and certificate

A subsequent registration does not prejudice rights acquired in any property before the charge is actually registered. The section does not apply to charges prescribed in consultation with the Reserve Bank of India. On registration, the Registrar issues a certificate of registration to the company and the charge-holder (sub-section (2)).

Consequence of non-registration

Notwithstanding any other law, a charge is not taken into account by the liquidator appointed under the Act or the Insolvency and Bankruptcy Code, 2016, or by any other creditor, unless it is registered and a certificate is given (sub-section (3)). This does not affect the contract or obligation to repay the secured money (sub-section (4)). If the company fails to register, section 78 lets the charge-holder apply for registration.

Amendments and commencement

Section 77 came into force on 1 April 2014 under S.O. 902(E). Paragraph 4 of the Eleventh Schedule to the Insolvency and Bankruptcy Code, 2016 added the liquidator "appointed under this Act or the Insolvency and Bankruptcy Code, 2016" words in sub-section (3), with section 255 of the Code in force from 15 November 2016 (S.O. 3453(E)). Section 18 of the Companies (Amendment) Act, 2017 inserted the Reserve Bank proviso, effective 7 May 2018 (S.O. 1833(E)). Section 11 of the Companies (Amendment) Act, 2019 substituted the first and second provisos, deemed in force from 2 November 2018.

Practical preparation

Diarise thirty days from each charge creation (section 79 applies section 77, so far as may be, to property acquired subject to a charge and to modifications of a registered charge); collect signatures of company and charge-holder; attach the instrument; file the prescribed form with fee; if late, apply within the sixty-day window, then the further sixty-day ad valorem window; keep the certificate of registration.

Practical checklist

Do

Identify the date on which the charge is created and count the thirty days from that date.
Keep the Registrar’s certificate with the security documents.

Avoid

Do not assume a late charge can be registered indefinitely; the windows are fixed.
Do not treat an unregistered charge as enforceable against a liquidator.

Illustrative example

Hypothetical: missed thirty-day deadline

A company created a hypothecation on its stock but did not register it within thirty days.

Window
Within sixty days of creation, apply to the Registrar with additional fees under the first proviso, clause (b).
Fallback
If that is missed, seek the further sixty days after ad valorem fees under the second proviso, clause (b).
Certificate
Obtain the certificate of registration.

Outcome

Once registered, the charge is taken into account by a liquidator and other creditors.

Glossary

Charge: An interest or lien created on property or assets as security, including a mortgage, as defined in section 2(16).
Charge-holder: The person in whose favour the charge is created.
Ad valorem fee: A fee calculated by reference to value, payable for the final late-registration window.

Frequently asked questions

What is the time limit to register a charge?

Thirty days from creation. For charges created now, the Registrar may allow sixty more days on additional fees and then a further sixty days on ad valorem fees.

What happens if a charge is not registered?

The liquidator and other creditors do not take it into account, though the company must still repay the secured money.

Can the lender register the charge?

Section 78 lets the charge-holder apply for registration if the company fails to register the charge within the period of thirty days referred to in section 77(1).

Need help applying this provision to your situation?

Contact Bizeneed

Last updated 11 October 2026

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