Company Law and Practice · Charges

Register of Charges and Inspection under Sections 81 and 85

Updated 11 October 2026 · Fact-checked

Two registers of charges exist. Under Section 81 the Registrar keeps one for every company, open to any person on payment of the prescribed fee. Under Section 85 the company keeps its own at the registered office with a copy of each charge instrument. Members and creditors inspect it free; others pay the fee.

Understand Register of Charges and Inspection (Sections 81 and 85)

A charge is security over a company's property for a debt. Outsiders such as lenders, buyers and creditors need a way to find out which assets are already encumbered. The Act solves this with two registers.

The first is the Registrar's register under Section 81. The Registrar must keep, for every company, a register containing particulars of the charges registered under the Chapter, in the prescribed form and manner. It is a public record. Under Section 81(2), any person may inspect it on paying the prescribed fee for each inspection.

The second is the company's own register of charges under Section 85. Every company must keep it at its registered office, in the prescribed form and manner. It must include all charges and floating charges affecting any property or assets of the company or any of its undertakings. Each entry carries the prescribed particulars. A copy of the instrument creating the charge must also be kept at the registered office along with the register.

Inspection rights differ by person. During business hours, any member or creditor may inspect the register and the instruments of charge without paying any fee. Any other person may do so on paying the prescribed fee. The company may impose reasonable restrictions through its articles.

The Act also allows records to be kept and inspected in electronic form (Section 120), and documents held by the Registrar to be inspected by electronic means on payment of fees (Section 399(1)(a)). Section 398 lets the Central Government require filings, including particulars of charges, in electronic form.

Key rules to remember

Registrar's register (Section 81(1)): Registrar keeps, for every company, a register of particulars of charges registered under the Chapter; Form and manner as prescribed.
Inspection of Registrar's register (Section 81(2)): Open to any person on payment of the prescribed fee for each inspection; No free inspection for anyone under this section.
Company's register (Section 85(1)): Kept at the registered office; includes all charges and floating charges on any property, assets or undertakings, with prescribed particulars; Copy of the instrument creating the charge is also kept at the registered office.
Inspection of company's register (Section 85(2)): Business hours; member or creditor: no fee; any other person: prescribed fee; Subject to reasonable restrictions the company imposes by its articles.
Electronic form (Sections 120 and 399): Records may be kept and inspected electronically as prescribed; Registrar's documents may be inspected by electronic means on fee; Section 398 allows rules requiring electronic filing of particulars of charges.

How to solve Register of Charges and Inspection (Sections 81 and 85) questions

Use this method for any question on the registers of charges or inspection.

1Identify which register the question is about: the Registrar's (Section 81) or the company's (Section 85).
2State who must keep it and where: the Registrar for Section 81; the company at its registered office for Section 85.
3State the contents: for Section 85, all charges and floating charges on any property, assets or undertakings, with prescribed particulars and a copy of each instrument.
4Identify the person seeking inspection: member, creditor or any other person.
5Apply the fee rule: members and creditors pay nothing for the company's register; others pay the prescribed fee; the Registrar's register is fee-based for everyone.
6Check for restrictions: the company may impose only reasonable restrictions through its articles, and inspection is during business hours.
7Write a clear conclusion citing the section.

Quickest way: Two registers, three people

When to use it: For short-answer or case questions on who can inspect what, and at what cost.

Write: Section 81 is Registrar, Section 85 is company.
Section 81: everyone pays the fee.
Section 85: member or creditor free; others pay.
Add: business hours, reasonable restrictions by articles, copy of instrument kept with the register.
Conclude with the section number.

Common mistakes in Register of Charges and Inspection (Sections 81 and 85)

Saying members can inspect the Registrar's register free of charge.
Students mix the free inspection under Section 85 with Section 81.
Fix: Remember Section 81(2) applies to any person on payment of fees. Free inspection is only for members and creditors of the company's own register.
Leaving out floating charges from the contents of the company's register.
Students think only fixed charges need entry.
Fix: Section 85(1) says all charges and floating charges affecting any property or assets or any undertaking.
Forgetting that the instrument of charge must also be kept at the registered office.
The proviso is short and easily missed.
Fix: Note that a copy of the instrument is kept along with the register, and that it is open to inspection too.
Saying the company can refuse inspection for any reason.
Students misread the articles restriction.
Fix: Only reasonable restrictions imposed by the articles are allowed, and inspection is during business hours.
Saying debenture holders only, not all creditors, get free inspection.
Students link charges only with debentures.
Fix: The text says any member or creditor. Use these exact words.

Worked examples

Example 1

Rohan, a supplier owed money by Meera Textiles Ltd, asks to inspect the company's register of charges and the instruments of charge at its registered office. The company demands a fee. Is the demand valid?

Show the solution

Provision: Section 85(2) opens the register of charges and the instruments of charge to inspection during business hours.
Facts: Rohan is a creditor of the company.
Analysis: A member or creditor may inspect without paying any fee. Only other persons pay the prescribed fee.
The company may impose only reasonable restrictions through its articles, and inspection is during business hours.

Answer: The fee demand is not valid. As a creditor, Rohan may inspect the register and the instruments free of charge during business hours, subject to reasonable restrictions in the articles.

Example 2

Explain what the company's register of charges must contain under Section 85 and how it differs from the register kept by the Registrar under Section 81.

Show the solution

Section 85(1): every company keeps the register at its registered office, in the prescribed form and manner.
Contents: all charges and floating charges affecting any property or assets of the company or any of its undertakings, with prescribed particulars. A copy of each instrument creating the charge is kept with it.
Section 81(1): the Registrar keeps a register for every company of particulars of the charges registered under the Chapter.
Inspection: Section 81(2) allows any person to inspect on payment of the prescribed fee. Under Section 85(2), members and creditors inspect the company's register free; others pay.
Conclusion: the company keeps its own record at its office; the Registrar keeps the public record.

Answer: The company's register records all charges and floating charges with prescribed particulars and the instruments at the registered office. The Registrar's register is the public record of registered charges. Inspection of the Registrar's register is on payment of fees by any person, while members and creditors inspect the company's register free.

Exam tips

Write the section number with every point. Examiners reward the provision first, then facts, then conclusion.
In inspection questions, first identify the person: member, creditor or other.
Mention floating charges and the instrument copy when describing contents.
Contrast Section 81 and Section 85 in two lines. This comparison is a common short-note theme.
Add the electronic form point (Sections 120, 398, 399) only if the question mentions electronic records.

Practice questions from Charges

Register of Charges and Inspection (Sections 81 and 85) in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

Register of Charges and Inspection (Sections 81 and 85): frequently asked questions

Where must the company keep its register of charges?

At its registered office, under Section 85(1). A copy of the instrument creating each charge is also kept there with the register.

Who can inspect the company's register of charges free of charge?

Any member or creditor of the company, during business hours. Any other person must pay the prescribed fee. The company may impose reasonable restrictions through its articles.

Who can inspect the Registrar's register of charges?

Any person, on payment of the prescribed fee for each inspection, under Section 81(2).

Does the company's register cover floating charges?

Yes. Section 85(1) says it includes all charges and floating charges affecting any property or assets of the company or any of its undertakings.