Section 85 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.
Section 85 requires every company to keep a register of charges at its registered office, and to keep a copy of each charge instrument alongside it. Sub-section (2) then says who may inspect the register and the instruments, and on what terms. It is the company's own record of what it has charged, as distinct from the filings made with the Registrar.
Every company must keep, at its registered office, a register of charges that lists all charges and floating charges affecting any property or assets of the company or any of its undertakings. A copy of the instrument creating each charge must be kept there with the register. Any member or creditor may inspect both during business hours without payment of any fee; any other person may inspect on payment of the prescribed fee. The articles may impose reasonable restrictions.
Where section 85 sits in Chapter VI
Chapter VI of the Act deals with registration of charges. Section 77 requires a charge to be registered with the Registrar, and sections 78 to 84 deal with the related filings, among them satisfaction of charges in section 82. Section 85 is different in kind. It is about the company's internal register and the right of others to look at it. If you are working on the Registrar-side filing, see our post on section 77 and the registration of charges and sections 78 to 84.
This article reads the section as printed in the Companies Act, 2013 as amended up to 29 July 2022 (the consolidated text consulted). The section carries no amendment footnote of its own in that text, so it stands as enacted there. Later amendments should be checked on the official text; no later amendment was found in the texts consulted.
Sub-section (1): the register and the proviso
Sub-section (1) has four working elements.
- Who. "Every company". There is no size, class or turnover carve-out in the section.
- Where. At its registered office. The register is not to be kept only at a branch, a factory or with an outside agency.
- What. A register of charges that "shall include therein all charges and floating charges affecting any property or assets of the company or any of its undertakings". The reach is wide: it covers charges on property or assets of the company and on any of its undertakings, and it covers floating charges expressly.
- How. In such form and manner as may be prescribed, "indicating in each case such particulars as may be prescribed". The section itself does not set out the columns; the rules do.
The proviso adds a second record. A copy of the instrument creating the charge must also be kept at the registered office, along with the register. So the register entry and the underlying document sit together.
The prescribed form, manner and particulars are in the Companies (Registration of Charges) Rules, 2014. Our post on rules 10 to 13 of those rules covers the register of charges, rectification and signing by a resolution professional. For a specimen layout of the register, see register of charges under section 85: format and maintenance. If your charge register needs to be built or reconciled against the Registrar's records, our team can help through filing of charge forms.
Sub-section (2): inspection
The register and the instruments of charges kept under sub-section (1) "shall be open for inspection during business hours". Two classes of inspector are named.
- Any member or creditor, without payment of any fee (clause (a)).
- Any other person, on payment of such fees as may be prescribed (clause (b)).
All of this is "subject to such reasonable restrictions as the company may, by its articles, impose". Two points follow from the wording. First, the restriction must come from the articles; a decision made ad hoc at the counter is not what the sub-section describes. Second, the restriction must be reasonable. The sub-section does not say what is reasonable, and this article does not add a test of its own.
Note that inspection covers both the register and the instruments of charges. A member who asks to see only the register is not limited to it; the sub-section opens both.
The section at a glance
| Sub-section | What it says | Who acts | Period or timing as printed |
|---|---|---|---|
| (1) | Keep a register of all charges and floating charges at the registered office, in the prescribed form and manner, with the prescribed particulars | The company | No period printed |
| Proviso to (1) | Keep a copy of the instrument creating the charge with the register | The company | No period printed |
| (2)(a) | Inspection by a member or creditor without payment of any fee | Member or creditor | During business hours |
| (2)(b) | Inspection by any other person on the prescribed fee | Any other person | During business hours |
| (2), closing words | Reasonable restrictions that the articles impose | The company, through its articles | Not applicable |
Penalty
Section 85 does not print a penalty. The consequences of contraventions in this Chapter are dealt with in section 86; read section 86: punishment for charge contraventions for them. Check the section 86 text itself before you advise on exposure, since this article states no amount.
Worked example
Kestrel Packaging Private Limited has its registered office in Pune and a plant in Nashik. It has charged its plant and machinery to a bank, and it has also given a floating charge over its stock. The company secretary, Ms Rao, keeps the register of charges at the registered office in Pune, with each entry showing the particulars the rules prescribe. Behind the register she files a copy of the bank's charge instrument and a copy of the floating charge instrument.
A member writes in and asks to inspect the register during working hours. Ms Rao lets the member see both the register and the copies of the instruments, and she does not ask for a fee. Later, an unrelated trade contact asks to see the same documents. Ms Rao tells the contact that a fee applies because the contact is neither a member nor a creditor, and she checks the prescribed fee before collecting it. A creditor of Kestrel, a supplier owed money, calls and asks the same; as a creditor, the supplier is in clause (a) and no fee is taken.
The example shows three things section 85 expects: one register at the registered office, the instruments kept with it, and the right of inspection differing by class of person.
Common mistakes
- Keeping the register at the wrong place. The section says registered office. A register held only at a regional office does not match it.
- Omitting floating charges. The register has to include floating charges as well as fixed charges.
- Entering the charge but not filing the instrument copy. The proviso requires both.
- Charging members or creditors a fee for inspection. Clause (a) says without payment of any fee.
- Treating the articles as an unlimited power to refuse. The restrictions the articles may impose must be reasonable.
- Assuming the register and the Registrar's records are the same thing. The register is the company's own record; filings with the Registrar are a separate obligation under the other sections of the Chapter.
Need help with your register of charges?
If your register of charges has not been reconciled with the charges on record, or the instrument copies are scattered across offices, we can review the position and bring the record in order. Our team works on filing of charge forms and the related records for companies and lenders.
Key takeaways
- Section 85 applies to every company and requires a register of all charges and floating charges at the registered office.
- A copy of the instrument creating each charge must be kept at the registered office along with the register.
- Form, manner and particulars are as prescribed; the Registration of Charges Rules, 2014 carry them.
- Members and creditors inspect without payment of any fee; any other person pays the prescribed fee.
- The articles may impose only reasonable restrictions.
- The section prints no penalty; section 86 deals with contraventions in the Chapter.
Read next
- Section 86: punishment for charge contraventions
- Section 87: rectification by the Central Government in the register of charges
- Section 82: satisfaction of charges
- Section 326: overriding preferential payments and workmen's dues, where a secured creditor's debt is dealt with in a winding up
Disclaimer: Based on the Companies Act, 2013 as amended up to 29 July 2022 (the consolidated text consulted on 4 October 2026). Later amendments to the Act, the rules made under it and the Insolvency and Bankruptcy Code, 2016 should be checked. This article is general information, not legal advice; check the official text before acting.