# Deemed Notice of Charge [Section 80]

## The Doctrine of Constructive Notice for Charges

When a charge is registered with the ROC under Section 77, the law treats every person dealing with the company's property as already knowing of the charge.

## Statutory Effect

All charges registered with the ROC become public documents.
Anyone can verify charges through the MCA portal.
From the date of registration, any person acquiring such property, assets, or undertaking is deemed to have notice of the charge.
This constructive notice applies even if the person actually never checked the records.

## Why this Matters

A purchaser cannot defend himself by claiming ignorance of a registered charge. He is presumed to have seen the public record.

## Distinction

Registered charge → Deemed notice to the whole world.
Unregistered charge → No deemed notice; subsequent buyers may take the property free of it.

Worked example

### Example 1

Example — Buyer Cannot Plead Ignorance

Mr. X buys a property from N Ltd. on 1st June 2026. Later, X discovers an existing charge registered in favour of Bank E on 15th March 2025.

X is deemed to have notice of the charge from 15th March 2025.
X cannot challenge the charge or claim he was unaware — he could have checked the MCA portal.
Bank E retains its right to enforce the charge against the property in X's hands.

⚠️ Common exam mistakes

Believing actual knowledge is necessary — constructive (deemed) notice is enough.
Confusing this with Doctrine of Indoor Management (Turquand's rule) — that rule helps outsiders by presuming internal compliance; Section 80 hurts outsiders by deeming them to know registered charges.
Forgetting that the notice runs from the date of registration, not from creation of the charge.

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

Section 80 — 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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