Sections 81 and 82 of Companies Act, 2013: Register of Charges and Satisfaction of Charge
Sections 81 and 82 of the Companies Act, 2013 form part of Chapter VI dealing with registration of charges. Section 81 deals with the register of charges maintained by the Registrar of Companies, while Section 82 requires a company to report the payment or satisfaction in full of a registered charge.
- Section 81 requires the Registrar to maintain a register containing particulars of registered charges.
- The Registrar's register is open to inspection on payment of the prescribed fee.
- Section 82 requires reporting of payment or satisfaction in full of a registered charge.
- The statutory period under Section 82(1) is 30 days from payment or satisfaction.
- The Registrar may allow the intimation to be made within 300 days on application by the company or charge holder and payment of the prescribed additional fee.
- Form CHG-4 is used for filing particulars of satisfaction of charge.
Section 81 - Register of Charges to be Kept by Registrar
Section 81 governs the official register of charges maintained by the Registrar of Companies. A "charge" generally represents an interest or lien created on the property or assets of a company, or any of its undertakings, as security and includes a mortgage.
Section 81(1): The Registrar shall, in respect of every company, keep a register containing particulars of the charges registered under Chapter VI in the prescribed form and manner.
Section 81(2): The register maintained under Section 81 is open to inspection by any person on payment of the fee prescribed for the inspection.
Purpose of Section 81
The provision creates an official public record of charges registered against a company. The register assists creditors, lenders, investors and other interested persons in identifying registered security interests affecting the company's property or assets.
Section 82 - Company to Report Satisfaction of Charge
A charge does not necessarily continue indefinitely. When the secured liability has been paid or otherwise satisfied in full, Section 82 provides the statutory mechanism for recording that satisfaction with the Registrar.
Section 82(1): A company is required to intimate the Registrar, in the prescribed form, of the payment or satisfaction in full of a charge registered under Chapter VI within 30 days from the date of payment or satisfaction.
The proviso permits the Registrar, on an application made by the company or the charge holder, to allow the intimation of payment or satisfaction to be made within 300 days from the date of payment or satisfaction, subject to payment of the prescribed additional fee.
Section 82(2): After receiving the intimation, the Registrar is required to send notice to the holder of the charge asking the charge holder to show cause, within a period not exceeding 14 days specified in the notice, why the payment or satisfaction in full should not be recorded.
If no cause is shown, the Registrar records a memorandum of satisfaction in the register of charges maintained under Section 81 and informs the company.
The notice is not required where the intimation submitted to the Registrar is in the specified form and is signed by the holder of the charge.
Section 82(3): If the charge holder shows cause against recording satisfaction, the Registrar records a note to that effect in the register of charges and informs the company.
Section 82(4): Section 82 does not affect the Registrar's powers to make an entry in the register of charges under Section 83 or otherwise than on receipt of an intimation from the company.
Form CHG-4 for Satisfaction of Charge
The Companies (Registration of Charges) Rules, 2014 prescribe Form CHG-4 for reporting the payment or satisfaction in full of a registered charge. The form records the particulars necessary for the Registrar to update the charge records.
Under Rule 8 of the Companies (Registration of Charges) Rules, 2014, the company or charge holder may give the required intimation to the Registrar in Form CHG-4 within the applicable statutory period and with the prescribed fee.
| Requirement | Relevant Provision |
|---|---|
| Registrar maintains register of charges | Section 81 |
| Register open for inspection | Section 81(2) |
| Company reports payment or satisfaction in full | Section 82(1) |
| Normal statutory period | 30 days from payment or satisfaction |
| Extended filing permitted by Registrar | Up to 300 days, subject to Section 82 proviso and prescribed additional fee |
| Form for satisfaction of charge | Form CHG-4 |
| Notice to charge holder, where required | Section 82(2), show-cause period not exceeding 14 days |
Procedure After Filing Satisfaction of Charge
After the prescribed intimation is filed, the Registrar examines the filing. Where the requirements of Section 82 are satisfied and there is no valid objection from the charge holder, a memorandum of satisfaction is entered in the register of charges.
Under the Companies (Registration of Charges) Rules, the Registrar issues the prescribed certificate relating to registration of satisfaction after the satisfaction has been recorded.
Relationship Between Sections 81, 82 and 83
The three provisions operate together. Section 81 establishes the Registrar's register of charges. Section 82 deals with satisfaction reported by the company, while Section 83 deals with the Registrar's power to make entries of satisfaction and release even in the absence of an intimation from the company in the circumstances specified by that provision.
Official Companies Act Resources
Users filing satisfaction of charge should verify the current form, fee, filing instructions and MCA portal requirements applicable on the actual date of filing.