# Duty of Company to Register Charges (Section 77)
## 1. Who Must Register?
Primary duty lies with the company. Every company that creates a charge must register particulars of that charge with the Registrar of Companies (ROC).
### Charges That Must Be Registered
- Charges on property, assets, or undertakings — tangible or intangible.
- Whether the asset is located inside or outside India.
- Even a charge created by deposit of title deeds (equitable mortgage) requires registration.
### Alternate Persons Who May Register
| Section | Who Registers | When |
|---|---|---|
| Sec 77 | Company | Primary duty |
| Sec 78 | Charge-holder | If company fails to register within 30 days |
| Sec 79 | Purchasing company | If a property acquired is already subject to a charge |
## 2. Form & Filing Mechanics
- File Form CHG-1 along with a copy of the instrument creating the charge.
- The form must be signed by both the company and the charge-holder.
- File with ROC within 30 days of creation of the charge, with prescribed fees.
### Verification of the Instrument Copy
Property situated outside India only: the copy must be verified by a certificate issued —
- under the company's seal (if any), OR
- signed by a Director, CS, or authorised officer of the charge-holder, OR
- signed by any other person interested in the charge (not the company).
Property situated wholly or partly in India: the copy must be verified by a certificate signed by —
- a Director, OR
- the Company Secretary, OR
- an authorised officer of the charge-holder.
Special signatories: Forms CHG-1, CHG-4, CHG-8, and CHG-9 must be signed by the Insolvency Resolution Professional / Resolution Professional / Liquidator if the company is undergoing resolution or liquidation.
## 3. Time Limits for Registration
### Charges Created Before 02-11-2018
- If not registered within 30 days → Registrar may allow registration within 300 days from creation.
- If not registered within 300 days → registration allowed within 6 months from 02-11-2018 with prescribed additional fees.
### Charges Created On or After 02-11-2018
- If not registered within 30 days → ROC may allow registration within a further 30 days (total 60 days) with additional fees.
- If not registered within 60 days → ROC may allow further 60 days on payment of ad valorem fees.
## 4. Procedure for Seeking Extension
1. Company applies to ROC for time extension.
2. Application must include a declaration signed by the CS or a Director stating that belated filing will not adversely affect the rights of any intervening creditors.
3. ROC grants extension only if satisfied that the company had valid reasons for the delay.
4. The additional fee or ad valorem fee, as applicable, must be paid.
## 5. Certificate of Registration
- Upon successful registration, ROC issues a Certificate of Registration in Form CHG-2 to the company and (where applicable) the charge-holder.
- The certificate is conclusive evidence that all the requirements of Chapter VI of the Act and the rules relating to registration of charges have been complied with.
## 6. Effect of Late / Subsequent Registration
- A charge registered during the extended period does not affect rights acquired by third parties over the property before the date of actual registration.
- Registration is a legal formality — the charge itself remains valid even if registered late.
- However, late registration may cost the creditor priority against other creditors.
## 7. Consequences of Non-Registration
- The unregistered charge is not considered by the liquidator or other creditors in winding-up.
- Non-registration does NOT invalidate the contract or wipe out the repayment obligation — the debt is still owed.
- The charge-holder simply loses priority to creditors with earlier registered charges (becomes an unsecured creditor for security purposes).
## 8. Exemptions
Section 77 does NOT apply to charges prescribed in consultation with RBI.
Example: Charges created by banking companies under Section 17(4)(d) of the RBI Act, 1934.