Company Law and Practice · Charges

Registration of Charges with the Registrar under Section 77

Updated 11 October 2026 · Fact-checked

Section 77 makes it the duty of every company creating a charge on its property or assets to register the particulars with the Registrar within thirty days of creation. The Registrar can allow a further sixty days, and then another sixty days. An unregistered charge is ignored by the liquidator and other creditors.

Understand Registration of Charges with the Registrar (Section 77)

A charge is a security a company gives over its property or assets to secure a loan. Section 77 deals with how the world gets to know about it. If charges stayed secret, a lender could lend to a company without knowing its assets were already pledged. Registration solves this.

The duty falls on the company. It applies to a charge created within or outside India, on property or assets or any undertaking, tangible or otherwise, situated in or outside India. The company must file the particulars of the charge, signed by the company and the charge-holder, together with the instruments creating the charge, in the prescribed form and with the prescribed fees. The filing is made electronically (section 398 allows rules requiring particulars of charges to be filed in electronic form).

The basic period is thirty days from creation. After that, the Registrar may allow late registration on an application by the company, on payment of additional fees. For charges created on or after the commencement of the Companies (Amendment) Act, 2019, this extended period is sixty days from creation. If even that is missed, the Registrar may, on application, allow registration within a further sixty days after payment of ad valorem fees as prescribed.

Once the particulars are registered, the Registrar issues a certificate of registration to the company and, as the case may be, to the person in whose favour the charge is created (section 77(2)). Do not confuse the filing with the certificate. Both matter for the effect of the charge.

The consequence of not registering is severe. Under section 77(3), no charge created by a company is taken into account by the liquidator (appointed under the Act or the IBC) or by any other creditor unless it is duly registered and the Registrar has given the certificate. But the debt itself does not disappear: section 77(4) says the contract or obligation to repay the money secured is not prejudiced.

Key rules to remember

Basic time limit: Registration within 30 days of creation of the charge; Particulars signed by company and charge-holder, with instruments, in prescribed form and fees, filed with the Registrar.
First extension (charges created on or after commencement of the 2019 Amendment Act): Up to 60 days from creation, on application by the company, with additional fees; The Registrar may allow it. It is not a right.
Second extension: A further 60 days, on application, after payment of ad valorem fees; Applies where registration is not made within the 60-day period.
Effect of non-registration (section 77(3)): Charge not taken into account by liquidator or any other creditor unless registered and certificate issued; Applies notwithstanding any other law.
Money obligation (section 77(4)): Contract or obligation to repay the secured money is not prejudiced; The lender can still sue for the debt as an unsecured creditor.
Subsequent registration (third proviso): Later registration does not prejudice rights acquired in the property before the charge is actually registered; Rights of others in the gap period are protected.
Application by charge-holder (section 78): Charge-holder may apply if the company fails to register; Registrar acts within 14 days after notice to company; Charge-holder can recover fees paid from the company.
Condonation (section 460): Central Government may condone delay in filing a document with the Registrar, for reasons recorded in writing; Applies notwithstanding anything in the Act.

How to solve Registration of Charges with the Registrar (Section 77) questions

Use this order for any question on registration of a charge. It keeps your answer in the provision, facts, conclusion format.

1Identify whether a charge has been created by a company on its property, assets or undertaking, inside or outside India.
2State the duty: the company must register particulars with the Registrar under section 77(1) within thirty days of creation.
3Note the date of creation and count the days to the date of filing. Also note whether the charge was created on or after the commencement of the 2019 Amendment Act.
4Place the filing in the right window: within 30 days, within 60 days with additional fees, or within a further 60 days with ad valorem fees. If beyond all of these, say regular registration is not available under section 77 and mention section 78 or section 460 as the question suggests.
5Check who is acting. If the company has failed, the charge-holder can apply under section 78.
6State the effect: unregistered, the charge is ignored by the liquidator and other creditors (section 77(3)), but the repayment obligation survives (section 77(4)).
7Close with a clear conclusion in one or two lines.

Quickest way: Day-count and consequence check

When to use it: Use when a short question gives a creation date and a filing date and asks if the charge is validly registered.

Write the creation date and count days to the filing date.
Match: 30 days, 60 days or 120 days in total (60 plus a further 60).
Name the condition for each window: additional fees, then ad valorem fees, and the Registrar's permission on application.
Write the consequence: no registration and certificate means ignored in winding up, but debt remains.

Common mistakes in Registration of Charges with the Registrar (Section 77)

Saying the charge-holder is the person who must register under section 77(1).
Students mix up section 77 with section 78.
Fix: Section 77 puts the duty on the company. Section 78 lets the charge-holder apply only when the company fails.
Treating the 60-day and further 60-day periods as automatic.
Students remember the numbers and forget the conditions.
Fix: Write that the Registrar may allow it on an application, with additional fees or ad valorem fees as prescribed.
Saying an unregistered charge makes the loan void.
Students read section 77(3) alone.
Fix: Add section 77(4): the obligation to repay the money secured is not prejudiced. Only the security is affected.
Counting the period from the date of the loan or board resolution.
The date of creation is not read carefully in the facts.
Fix: Count from the date of creation of the charge as given in the question.
Forgetting the certificate of registration.
Students assume filing is enough.
Fix: Section 77(3) needs both due registration and the Registrar's certificate under section 77(2).
Ignoring charges on property outside India.
Students assume the Act covers only Indian assets.
Fix: State that section 77(1) covers charges created within or outside India on property situated in or outside India.

Worked examples

Example 1

Ananya Textiles Ltd. created a charge on its factory in Surat in favour of a bank on 1 March. The charge was created after the Companies (Amendment) Act, 2019 came into force. The company filed the particulars on 20 April and paid the additional fees on the Registrar's permission. Is the registration valid?

Show the solution

Provision: under section 77(1) the company must register the charge within thirty days of creation. The first proviso lets the Registrar, on application, allow registration within sixty days for charges created on or after the commencement of the 2019 Amendment Act, on payment of additional fees.
Facts: creation on 1 March. Thirty days end on 30 March. The filing on 20 April is after the thirty days.
Days from 1 March to 20 April: 30 days of March remaining after 1 March, plus 20 days of April, which is 50 days. This is within sixty days.
Since the Registrar allowed it and additional fees were paid, the filing falls in the first extended window.

Answer: The registration is valid. The filing was 50 days after creation, within the sixty-day period the Registrar may allow on application and additional fees. After registration, the Registrar will issue the certificate under section 77(2).

Example 2

Greenfield Agro Ltd. borrowed ₹5,00,00,000 from a lender and created a charge on its warehouse. The company never registered the charge. The company is later wound up. Can the lender claim priority as a secured creditor, and can it recover its money?

Show the solution

Provision: section 77(3) says no charge created by a company shall be taken into account by the liquidator or any other creditor unless it is duly registered under section 77(1) and the Registrar has given a certificate of registration under section 77(2).
Facts: the charge was never registered, so no certificate exists. Before liquidation, the lender could have applied under section 78 for registration, but did not.
Effect: the liquidator will not take the charge into account, so the lender cannot rely on it for priority over the warehouse.
Section 77(4): nothing in section 77(3) prejudices any contract or obligation for repayment of the money secured. The loan is still owed.
So the lender can still claim the ₹5,00,00,000 owed, but without the benefit of the security.

Answer: The lender cannot claim priority as a secured creditor on the warehouse because the charge is unregistered. It can still claim the debt under the loan contract, as section 77(4) preserves the repayment obligation.

Exam tips

Write the section number with each point: 77(1) duty, 77(2) certificate, 77(3) effect, 77(4) debt survives.
Always present the three time windows in order: 30 days, 60 days, and a further 60 days, with the fees at each stage.
Show the day count when dates are given. Examiners reward the working.
Mention section 78 when the company fails to register, and section 460 when delay in filing is to be condoned.
End every answer with a one-line conclusion that answers the question asked.

Practice questions from Charges

Registration of Charges with the Registrar (Section 77) in other exams

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

Registration of Charges with the Registrar (Section 77): frequently asked questions

What is the time limit to register a charge with the Registrar?

The company must file the particulars within thirty days of creation of the charge. The Registrar may allow registration within sixty days on application with additional fees, and then within a further sixty days after payment of ad valorem fees.

Who must register the charge under section 77?

The company creating the charge. If the company fails, the person in whose favour the charge is created may apply to the Registrar under section 78.

What happens if a charge is not registered?

The liquidator and other creditors do not take the charge into account unless it is registered and the Registrar has issued a certificate. The debt itself remains payable under the contract.

Does registration later affect rights already acquired by others?

No. A subsequent registration does not prejudice any right acquired in respect of the property before the charge is actually registered.

Can delay in filing be condoned?

Section 460 allows the Central Government to condone delay in filing a document with the Registrar, for reasons recorded in writing.