Mortgages and Charges

Details of certain mortgages or charges created by a company must be delivered to the CRO and registered within 21 days of creation of the charge. Failure to register the charge within 21 days of its creation has the effect of making the charge void against a liquidator of the company and any creditor of the company.

A creditor who has recovered judgement in the courts for a sum of money owed may convert the judgement into a mortgage affecting property owned by the debtor.

Registration of a Charge

The registration of mortgages and charges is governed by section 99 Companies Act 1963, as amended by section 122 Companies Act 1990. Section 99 provides that the prescribed particulars of a charge verified in the prescribed manner, must be delivered to, or received by, the CRO for registration, within 21 days of the date of creation of the charge. No extension of time for registration can be given by the CRO. Consequently, registration cannot be effected where applications have been received by the CRO outside the 21 day time limit, or where amendments or alterations have been made outside that time limit, to particulars lodged within the time limit.

If a company has failed to comply with section 99, as amended, an application may be made to the High Court for an order extending the time for registration. If an omission or mis-statement of any particular charge is noticed after registration, an application for an order rectifying the particulars can also be made to the Court. Please see also Note on Land Registry Rule Change.

When the CRO is satisfied that the statutory requirements have been met, a certificate of charge is issued. The certificate is conclusive evidence that the requirements of the Companies Act have been complied with. A filing fee of 40 euro is required for each of the following forms submitted. The prescribed forms for the submission of particulars of a charge are:

In the case of a company incorporated in the State:

  • Form C1- Application to register particulars of a charge in the State
  • Form 47B (C3) Particulars of a charge subject to which property has been acquired
  • Form 47a (C4) Series of debentures
  • Form 48 (C5) Further issue of debenture

Form 47c (C2) (in cases where the property charged is outside the State this form is required) has a filing fee of €15. Link to Forms.      Link to Common Errors in completing Form C1.

Judgement mortgage

Section 102 Companies Act 1963 provides that, where a judgement is recovered against a company and such judgement is subsequently converted into a judgement mortgage affecting any property of the company:

  • the judgement creditor shall cause two copies (certified by the Land Registry or Registry of Deeds, as the case may be, to be true copies) of the affidavit required for the purpose of registering the judgement as a mortgage to be delivered to the company within 21 days after the date of such registration; and
  • the company shall within three days of receipt of such copies deliver one of them to the CRO for registration.

Hence, a copy of the affidavit, duly certified, must be received by the CRO within 24 days of the date of registration in the Land Registry/Registry of Deeds. There is no requirement to complete a form of application. Presenters should state their names and addresses on the back of the affidavit. A judgement mortgage has a filing fee of 40 euro.

Satisfaction of charges

A charge may be satisfied either fully or partially.

Details of satisfaction of charges should be completed on the following forms:

  • Form C6 (full satisfaction)
  • Form C7 (partial satisfaction)

Both the full and partial satisfaction of charges, C6 and C7, have filing fees of 15 euro each. Link to Forms.  On receipt of either of these forms, the CRO notifies the person(s) entitled to the charge that a memorandum of satisfaction has been received for registration. The person(s) entitled to the charge has (have) 21 days to lodge an objection to the registration of the memorandum of satisfaction. If no objection is received, the satisfaction is registered.

Change of Lender

The CRO register of charges records "the persons entitled to the charge" as one of the mandatory items specified in section 103 CA 1963 (section 103(1)(b)(vi) CA 1963).

In the event that there is a change in the identity of the lender under a registered charge during the lifetime of that charge, it is possible to have the details of the person entitled to the charge amended on the CRO register by submitting a request in writing addressed to Mortgages Section, CRO, and supplying a certified copy of the deed of novation or deed of transfer, as appropriate, for verification purposes.

CRO having received the foregoing, will be in a position to amended the "Person Entitled" details on the register in respect of the charge concerned.

Foreign Companies

In the case of a company incorporated outside the State and which has an established place of business or branch in the State:

  • Form 8E (F8) Particulars of a charge on property in the State created by a company incorporated outside the State
  • Form 9E (F9) Particulars of a charge subject to which property in the State has been acquired

A separate form must be completed in respect of each charge. If a company acquires property which is subject to a charge, the company must deliver particulars of the charge, verified in the prescribed manner to the CRO for registration within 21 days after the date of acquisition. Particulars should be completed on Form 47B (C3) (Form 9E (F9) for an external company). Link to Forms F8/F9

Foreign or external companies which establish a place of business or branch in the State are obliged to register with the CRO under the Companies Act, 1963, Section 352(1)/EC (Branch Disclosure) Regulations 1993, S.I. No 395 of 1993, as applicable. Where a registered external company creates a charge over a property in the State, which charge requires to be registered with CRO pursuant to Part IV Companies Act 1963, the requisite particulars of the charge are required to be delivered to the Register of Companies on Form 8E within 21 days of the date of creation of the charge. Such charges will be registered by CRO and a certificate of registration will issue to the presenter of the Form 8E in due course.

If an external company fails to comply with the requirement to deliver Form 8E to CRO within 21 days of the date of the charge’s creation, the charge will be void against the liquidator and any creditor of the company, by virtue of section 99(1) Companies Act 1963.

Satisfaction

Satisfaction of a registered charge must be submitted to CRO on a duly completed Form C6. In the case of External Companies, the C6 may be signed by the person resident in the State who has been authorised by the company to ensure compliance, in lieu of a Director/Secretary.

Charges created by Foreign Companies with an established place of business or branch in the State, which have not registered as an External Company with the CRO

A foreign company which has an established place of business or branch in the State, but which has failed to register with CRO as an external company, is obliged to deliver to CRO particulars of any charge created by that company over property in Ireland in the same way (using Form 8E) as a registered external company (per NV Slavenburg’s Bank v Intercontinental Natural Resources Ltd [1980] 1 All ER 955). The penalty for non-delivery of Form 8E to CRO within 21 days of the date of the charge’s creation is that the charge will be void against the liquidator and any creditor of the company, by virtue of section 99(1) Companies Act 1963.

A charge created by a foreign company that has a place of business in the State, but which is not registered with CRO as an External Company which has established a branch or place of business in the State, cannot be registered by CRO, as the company concerned is not on the CRO register. Whenever CRO receives particulars in respect of a charge that has been created by a non-registered foreign company (Form 8E), the Form 8E cannot be registered against that company, and is placed by CRO on what is known as the "Slavenburg" file. A letters will issue from CRO to the presenter of the Form 8E in due course, stating that delivery of particulars of the charge have been noted by CRO on the Slavenburg File.

Satisfaction

Section 105 Companies Act 1963, which governs satisfaction of charges, is limited in its scope to "registered charges". As charges on the Slavenburg file are not registered charges, the procedure as to entries of satisfaction and release of property from charge pursuant to section 105 Companies Act 1963 does not apply to such charges. The Registrar, having reviewed the issue, has decided that it is inappropriate for CRO to accept notice of satisfactions in respect of Slavenburg filings. Any such notices received are liable to be returned to the presenter.

Print this page