## Section 77 — Duty to Register Charges

Every company creating a charge (within or outside India, on its property or assets or any of its undertakings, whether tangible or otherwise, and situated in or outside India) shall register the particulars of the charge with the Registrar of Companies (ROC).

### Charges required to be registered

The duty applies to all types of charges, including:

Charges created within or outside India;
Charges on tangible or intangible assets;
Charges on assets situated in India or outside;
Charges securing any class of creditors (debenture-holders, banks, FIs, etc.).

### Timeline for Registration

File Form CHG-1 (for charges other than debentures) or Form CHG-9 (for charges securing debentures) with the ROC.
Within 30 days of creation of the charge.
The form must be signed by the company and the charge-holder and accompanied by the instrument creating the charge along with prescribed fee.

### Extension of time (Proviso to Section 77(1))

The ROC may, on an application by the company, allow registration within a further period of 30 days (i.e., 60 days from creation) on payment of additional fees.
Beyond 60 days, the ROC may allow registration within a further period of 60 days (i.e., total 120 days from creation) on payment of ad valorem fees.

### Effect of Non-Registration (Section 77(3))

An unregistered charge shall not be taken into account by the liquidator appointed under the Companies Act / IBC, or by any other creditor.
However, the charge contract remains valid between the parties and the money secured remains payable.

## Rule 3 — Companies (Registration of Charges) Rules, 2014: Verification of the Charge Instrument

Property situated in India	Property situated outside India
Instrument to be verified by a certificate issued under the hand of any director or company secretary of the company or an authorised officer	Instrument to be verified by a certificate issued either under the seal, if any, of the company, or under the hand of any director or company secretary of the company or an authorised officer of the charge-holder

Worked example

### Example 1

Example: Zenith Ltd. created a charge on its factory land in favour of HDFC Bank on 1st April 2026 to secure a term loan. The company failed to file Form CHG-1 within 30 days. On 25th May 2026 (i.e., 54th day from creation), the company approaches the ROC. Can the ROC accept the filing?

Answer: Yes. Under the proviso to Section 77(1), the ROC may permit registration of the charge within a further period of 30 days (i.e., 60 days from creation) on payment of additional fees. Since 25th May 2026 is within 60 days from 1st April 2026, the ROC can register the charge with additional fees. If the company had crossed 60 days, the ROC could allow registration within a further 60 days (i.e., up to 120 days) on payment of ad valorem fees.

⚠️ Common exam mistakes

Believing that only charges on Indian assets need to be registered — Section 77 applies even to assets situated outside India.
Filing CHG-1 instead of CHG-9 for charges securing debentures (or vice versa).
Treating an unregistered charge as void in absolute terms — it is only inoperative against the liquidator and creditors; the debt itself remains payable.
Missing the 30-day initial deadline and assuming nothing can be done — the law allows extension up to 60 days (additional fees) and further 60 days (ad valorem fees).

Bare-Act text Section 77(1) · Companies Act, 2013 · click to expand

It shall be the duty of every company creating a charge within or outside India, on its property or assets or any of its undertakings, whether tangible or otherwise, and situated in or outside India, to register the particulars of the charge signed by the company and the charge-holder together with the instruments, if any, creating such charge in such form, on payment of such fees and in such manner as may be prescribed, with the Registrar within thirty days of its creation.

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