Charge Creation & Satisfaction (CHG Forms): ROC Compliance Guide

Whenever a company borrows against its assets, whether through a term loan secured by a mortgage on property, a working capital facility secured by hypothecation of inventory and receivables, or a pledge of shares, that security interest has to be registered with the Registrar of Companies. This registration, called a "charge," is not optional paperwork; under Section 77 of the Companies Act, 2013, an unregistered charge loses its priority against the company's liquidator and other creditors, which is exactly the protection the lender took the security for in the first place. Getting the CHG forms right, both at creation and later at satisfaction, is a compliance step that directly protects the lender's and the company's position.

Form CHG-1: Registering a New or Modified Charge

Form CHG-1 is filed to register the creation, or a subsequent modification, of a charge on a company's assets, covering the common categories: mortgages, hypothecation of movable or immovable property, pledges, liens, and assignment of receivables in favour of a lender. It requires details of the charge holder, the instrument creating the charge (such as the loan agreement or deed of hypothecation), the assets charged, and the amount secured, and is generally certified by the company's directors or authorised signatory along with supporting documents.

Once filed and approved, the Registrar issues a Certificate of Registration of Charge, which is the document that actually evidences the charge is properly recorded against the company on the public record.

Form CHG-9: The Debenture-Specific Form

Where the charge is being created or modified specifically in connection with the issue of debentures, the company files Form CHG-9 instead of CHG-1. The underlying logic and timeline are the same; the separate form exists because debenture-secured charges often involve a debenture trustee and a trust deed structure that differs from a straightforward bank loan, so the form captures those particulars.

Filing Timeline for Creation

A charge should be registered within 30 days of the date it is created or modified. Where that window is missed, the rules typically allow filing within a further extended period, up to 60 days from creation, on payment of additional fees, and beyond that, filing may still be possible up to a longer outer limit with higher ad valorem fees, or may require a formal condonation application depending on how long the delay has run. Because the exact fee slabs and outer limits have been revised by amendment in the past, do not assume a specific cut-off without checking the rules currently in force; missing the earliest 30-day window is the point to avoid, since every day beyond it adds cost and, past a certain point, procedural complexity.

Form CHG-4: Satisfying a Charge

Once the loan or other secured obligation is fully repaid or otherwise satisfied, the company must file Form CHG-4 to record that the charge is released. This should generally be filed within 30 days of the date of satisfaction, with a longer window (commonly cited as up to around 300 days) available on payment of additional fees where the initial deadline is missed, and condonation required for longer delays. Once CHG-4 is processed, the Registrar issues a certificate confirming the charge has been satisfied, and the company's charge register is updated to reflect the release.

This step is the one companies most often forget. Creating a charge is tied to disbursement of a loan, an event everyone is watching closely; satisfying it is tied to the final repayment, which can happen quietly, sometimes years later, with no lender pushing the company to file. The result is a charge register that shows security as still open against assets the company has, in substance, cleared.

Why Open Charges Surface in Due Diligence

A charge still marked active on a company's master data at the Ministry of Corporate Affairs is one of the standard items a lawyer or accountant checks during due diligence for a new funding round, an acquisition, or even a fresh loan from a different bank. If the underlying loan was actually repaid years ago but CHG-4 was never filed, that mismatch has to be explained and cleared before the transaction can proceed cleanly, which usually means filing the overdue satisfaction form under whatever extended timeline and fee applies at that point. Reconciling the charge register against actual outstanding loans, alongside the company's other annual ROC filings, is worth doing as a periodic housekeeping exercise rather than only when a transaction forces the issue.

Practical Checklist

• File CHG-1 (or CHG-9 for debentures) within 30 days of every new charge or material modification, not at the next convenient compliance cycle.
• Track loan closures against the charge register; the moment a secured loan is fully repaid, calendar the CHG-4 filing.
• Before any funding round, acquisition, or new secured borrowing, pull the company's current charge status from the MCA portal and reconcile it against actual outstanding facilities.
• If a charge was missed at creation or satisfaction, file it now under the applicable extended-timeline fee rather than leaving it open indefinitely; the cost only increases with time.