Chapter VI - Registration of Charges
Section 85
Section 85: company’s register of charges
Every company must keep a register of all charges and floating charges at its registered office, with copies of the charge instruments, open to inspection by members and creditors free and by others for a prescribed fee.
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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) Every company shall keep at its registered office a register of charges in such form and in such manner as may be prescribed, which shall include therein all charges and floating charges affecting any property or assets of the company or any of its undertakings, indicating in each case such particulars as may be prescribed: Provided that a copy of the instrument creating the charge shall also be kept at the registered office of the company along with the register of charges.
(2) The register of charges and instrument of charges, kept under sub-section (1) shall be open for inspection during business hours— (a) by any member or creditor without any payment of fees; or (b) by any other person on payment of such fees as may be prescribed, subject to such reasonable restrictions as the company may, by its articles, impose.
Introduction
Section 85 is the company-level counterpart of the Registrar’s register under section 81. It covers all charges and floating charges on any property, assets or undertaking of the company.
Key takeaways
Location
The register and instrument copies are kept at the registered office.
Content
All charges and floating charges, with prescribed particulars, in the prescribed form and manner.
Inspection
Members and creditors inspect free; others pay the prescribed fee; the articles may impose reasonable restrictions.
Maintain the register
Keep the register in the form and manner prescribed by the Companies (Registration of Charges) Rules, 2014, including all charges and floating charges with the prescribed particulars, and keep a copy of each instrument creating a charge alongside it.
Allow inspection
During business hours, any member or creditor may inspect the register and instruments without fees; any other person may do so on paying the prescribed fee. The company’s articles may impose reasonable restrictions.
Penalty for default
Section 86(1), as substituted by the Companies (Amendment) Act, 2020 (effective 21 December 2020 per India Code), makes a company in default with any Chapter VI provision liable to a penalty of five lakh rupees, and every officer in default to fifty thousand rupees.
Practical preparation
Update the register for every creation, modification and satisfaction; file copies of instruments; set business-hour inspection arrangements; record any articles-based restrictions.
Practical checklist
Do
- Reconcile the register with the Registrar’s record annually.
- Keep instrument copies with the register at the registered office.
Avoid
- Do not charge members or creditors for inspection.
- Do not omit floating charges.
Illustrative example
Hypothetical: investor diligence
An existing shareholder asks to inspect the company’s charges before a rights issue.
Request
The member asks to inspect during business hours.
Allow
The company allows inspection free of charge, subject to reasonable article restrictions.
Provide
Copies of charge instruments are available with the register.
Outcome
- The member reviews the company’s charges as section 85 allows.
Glossary
- Floating charge
- A charge over a changing class of assets that the company may deal with in the ordinary course until it crystallises.
Frequently asked questions
Where must the register be kept?
At the company’s registered office, with a copy of each charge instrument.
Can a creditor inspect it free?
Yes. Members and creditors inspect without any fee during business hours.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026