Creation and Registration explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
When a company borrows against its assets, the security has to be registered with the ROC.
This is not a formality. An unregistered charge is not taken into account by a liquidator or by any other creditor. The lender's security evaporates at exactly the moment it matters — in liquidation or in a CIRP — and the lender ranks as an ordinary unsecured creditor.
Section 77 puts the duty on the company, with a fallback right for the lender.
Thirty days from creation, stretchable to 60 with additional fees and 120 with ad valorem fees. Past 120 days there is no CHG-1 — only a discretionary Central Government application. Every modification, including a limit enhancement, is a fresh filing. And file CHG-4 when you repay, or the charge sits open on the MCA record forever.
What counts as a charge?
Section 2(16) defines it as an interest or lien created on the property or assets of a company or any of its undertakings, as security — including a mortgage.
That's broad. It covers:
- a mortgage of immovable property;
- hypothecation of movables, stock and book debts;
- a pledge where the company is the pledgor;
- a floating charge on the undertaking;
- charges on intangibles — IP, goodwill;
- charges on assets situated outside India;
- charges created outside India on Indian property.
The duty is on every company creating a charge, and it runs from the date of creation — which is the date the security document is executed, not the date the money is drawn.
The two-tier timeline
For charges created on or after 2 November 2018:
| Window | Position |
|---|---|
| Within 30 days | Normal fee |
| 31–60 days | Registrar may allow, on additional fees |
| 61–120 days | Registrar may allow, on ad valorem fees |
| Beyond 120 days | No registration under Section 77. Only a Section 87 application to the Central Government in Form CHG-8 |
(For charges created before 2 November 2018 the windows were 30 days, 300 days, and thereafter six months from 2 November 2018.)
The 120-day outer limit is absolute. Once it passes, CHG-1 simply will not be accepted. Form CHG-8 is a discretionary remedy, takes months, and requires you to show the omission was accidental or due to inadvertence, or that registration won't prejudice creditors.
Which is why the practical rule is: file in week one, not week four.
The forms
| Form | Purpose | Filed by | Timeline |
|---|---|---|---|
| CHG-1 | Creation or modification of a charge (not debentures) | Company (or charge-holder) | 30 days, extendable as above |
| CHG-9 | Creation or modification for debentures | Company | Same |
| CHG-4 | Satisfaction of a charge | Company | 30 days from satisfaction |
| CHG-6 | Appointment or cessation of a receiver or manager | Appointer / receiver | 30 days |
| CHG-7 | Register of charges — internal, not filed | Company | Maintained continuously |
| CHG-8 | Central Government condonation of delay | Company or charge-holder | As needed |
Attach to CHG-1: the instrument creating the charge (loan agreement, deed of hypothecation, mortgage deed) certified as a true copy; the sanction letter; the Board resolution authorising the charge; and, for immovable property, the particulars of the property.
Both parties sign. Section 77(1) requires the particulars to be signed by the company and the charge-holder — in practice, the lender's authorised signatory affixes their DSC alongside the company's. Chase that early; a lender's DSC is a common cause of a missed deadline.
If the company doesn't file, the lender can
Where a company fails to register within the Section 77 period, the charge-holder may apply to the Registrar with the instrument.
The Registrar may then, within fourteen days after giving notice to the company — unless the company registers it itself or shows sufficient cause why it shouldn't be registered — allow the registration.
And the charge-holder can recover the fees and additional fees from the company.
A competent lender monitors the company's filing, and if it doesn't happen, files itself and bills you. Which is a better outcome than an unregistered charge, but not a good look.
What happens when a charge isn't registered
On registration, the Registrar issues a certificate in CHG-2 (creation) or CHG-3 (modification).
Without it, Section 77(3) applies:
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, or any other creditor, unless it is duly registered and a certificate of registration has been given by the Registrar.
But Section 77(4) preserves the debt. So the borrower still owes the money — the security is what disappears.
In liquidation or a CIRP, an unregistered charge-holder is an unsecured creditor. That is the lender's entire recovery position, gone on a missed filing.
Modifications — the one people miss
Section 79 applies the same rules to a company acquiring property already subject to a charge, and to any modification in the terms, conditions, extent or operation of a registered charge.
A modification includes a change in the amount secured, the rate of interest, the repayment terms, the assets charged, or an assignment of the charge to a new lender. Each one needs a fresh CHG-1 within thirty days.
Here's the pattern in practice: a company diligently files the original charge, then enhances its working capital limit three times over five years and files nothing. Every enhancement was a modification. Every one was a separate default.
Satisfaction — file CHG-4 when you repay
Intimate the Registrar of payment or satisfaction in full within thirty days, in Form CHG-4.
The proviso lets the Registrar, on application by the company or the charge-holder, allow intimation within a further three hundred days on additional fees.
On receipt, the Registrar issues a show-cause notice to the charge-holder with fourteen days to object — unless the intimation is signed by the charge-holder, in which case no notice is needed. So get the lender to sign it.
Why this matters more than it looks. A company that repaid a loan and never filed CHG-4 shows an open charge on its MCA master data indefinitely. That surfaces in every diligence and every fresh loan application — and the "no dues certificate" from a bank you left five years ago is remarkably hard to get.
File CHG-4 at closure, while the relationship manager still takes your call.
The register of charges
Every company keeps a register of charges in Form CHG-7 at its registered office, covering all charges and floating charges on any property or assets:
- entries made immediately on creation, modification or satisfaction;
- the charge instrument preserved for eight years from the date of satisfaction;
- the register preserved permanently;
- authenticated by the company secretary or a Board-authorised person;
- open to inspection by any member or creditor free, and by anyone else on payment.
Penalty (Section 86): a penalty on the company and every officer in default. And where the default involves wilfully furnishing false information or knowingly suppressing material information, liability for fraud under Section 447. Statutory registers →
Checklist for a secured borrowing
- Board resolution at a meeting under Section 179(3)(d) authorising the borrowing, the charge, and a director to execute and file.
- Confirm Section 180(1)(c) doesn't need a special resolution — for a private company not in filing default, it doesn't. Section 180 →
- Confirm the Articles permit the borrowing and the charge.
- Execute the security documents and note the date of creation — that's when the 30 days start.
- Pay stamp duty under State law.
- File CHG-1 within 30 days, signed by both parties.
- Obtain the CHG-2 certificate.
- Enter it in the CHG-7 register.
- Preserve the instrument for eight years from satisfaction.
- On any modification — limit enhancement, changed terms, changed assets, assignment — fresh CHG-1 within 30 days.
- On repayment, get the no-dues certificate and file CHG-4 within 30 days.
- Disclose the charge and borrowing in the financial statements and the annual return.
Key takeaways
- Thirty days from creation of the security, not from drawdown.
- 120 days is the absolute outer limit. After that, only CHG-8.
- Both the company and the charge-holder sign CHG-1. Chase the lender's DSC early.
- The debt survives an unregistered charge. The security doesn't.
- Every limit enhancement is a fresh filing.
- File CHG-4 at closure, or carry an open charge forever.
Read next
- Section 180: Restrictions on Board Powers
- Statutory Registers a Private Company Must Maintain
- Board Meetings under Section 173
- Compliance Checklist for a Private Limited Company
Disclaimer: Positions stated as on 4 September 2026. Charge registration timelines were amended in 2019 and the applicable regime depends on the date of creation. Take professional advice, particularly where a deadline has passed.