# Deemed Notice of Charge (Section 80)

## The Legal Rule

Where any charge on any property or assets of a company (or any of its undertakings) is registered under Section 77, any person acquiring:

such property, assets or undertaking,
or any part of it,
or any share or interest therein,

shall be deemed to have notice of the charge from the date of such registration.

## Practical Effect — Doctrine of Constructive Notice

Every person dealing with the company's property must make due enquiry at the office of the Registrar of Companies before entering into a transaction.
Registered charge details are publicly accessible on the MCA portal.
A purchaser cannot plead ignorance of a registered charge after the date of registration — the law presumes he knew.
If he suffers loss because of the charge, he cannot succeed against the company.

## Why this matters

This section protects charge-holders by ensuring that the security is effective against subsequent transferees, even if the transferee was unaware of the charge in fact.

## Practical Diligence for Buyers

Before purchasing any property of a company, a prudent buyer must:

1. Search the register of charges maintained at the ROC office / MCA portal.

2. Verify whether the asset is subject to any subsisting charge.

3. Obtain No Objection Certificate (NOC) from the charge-holder if there is one, OR get the charge satisfied before purchase.

Worked example

### Example 1

Example (from the text): Manas Products Ltd. obtained a term loan of ₹40 lakhs from Paisa Commercial Bank Ltd. by creating a charge on one of its office buildings; the charge is duly registered. Later, the building is sold to Vishal. Vishal is deemed to have notice of the charge — it is presumed he knew the building was mortgaged. If he suffers loss later, he cannot plead that he did not know about the charge.

### Example 2

Example (Practical): Mr. R, planning to buy land owned by Tech Ltd., does not search the ROC records. Unknown to him, a registered charge subsists in favour of a bank. The bank later enforces the charge and the property is auctioned. Mr. R has no remedy against the company — he is deemed to have had notice of the registered charge.

⚠️ Common exam mistakes

Assuming actual knowledge is required — Section 80 imposes deemed/constructive notice.
Believing notice arises from creation of charge — it arises from the date of registration.
Forgetting that this rule protects the charge-holder, not the purchaser.
Treating deemed notice as applying only to subsequent owners — it applies to acquirers of any share or interest, including partial transferees.

Bare-Act text Section 80 · The Companies Act, 2013 · click to expand

Where any charge on any property or assets of a company or any of its undertakings is registered under section 77, any person acquiring such property, assets, undertakings or part thereof or any share or interest therein shall be deemed to have notice of the charge from the date of such registration.

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