MR02 explained: buying property already subject to a company charge

Buying an asset does not necessarily mean buying it free of an existing charge. For a company in England and Wales, the Companies House filing may involve MR02 where the original charge was created on or after 6 April 2013. The filing is a records step; it does not prove that a lender consented to the deal or that the security has been released.

The practical task is to work from the original charge instrument and acquisition record. Those documents identify two different dates, the correct company and the secured parties. They also support the packet that must be delivered together: the form, a certified copy of the original written instrument and the fee. This guide explains that acquisition-filing task and the handover checks that help avoid an incomplete submission. It is general information, not legal advice, and does not cover LLP filings or Scottish security law.

The acquisition filing is different from a new charge

MR02 is not the form for every secured acquisition and it is not used simply because a property changes hands. Its role is narrower.

For an ordinary company, MR02 is used where the company has acquired property that is already subject to an existing charge, and the original charge was created on or after 6 April 2013. That original creation date matters. If the charge is older, or if the filing situation is different, the answer may be another process rather than MR02.

This is also not the form for LLPs. LLPs have a separate form, LL MR02. If the acquiring vehicle is an LLP, using the company form would not match the published process.

Just as importantly, MR02 is about registering the fact that acquired property is subject to a charge. It does not approve the transaction, waive a restriction in secured loan documents, or replace the need to review the underlying deal documents. If a lender consent, release, accession or notice is required under the transaction documents, that is a separate legal and commercial question.

A simple way to think about it is this:

• MR02 is about recording an existing security position after an acquisition by a company.
• It is not the same as registering a new charge created by the company.
• It is not evidence that the lender agreed to the acquisition.
• It is not a substitute for checking the terms of the charge instrument itself.

Why the two dates matter

A practical error to avoid is collapsing two different dates into one. The form asks for the creation date of the original written instrument and also the date the company acquired the property. Those are separate facts.

The creation date is the date on which the original written instrument creating the charge was made. That may be months or years before your company became involved. The acquisition date is the later date when the company actually acquired the charged property.

That distinction matters because the filing is not pretending your company created the charge on the acquisition date. Instead, it records that the company has acquired property which is already subject to that earlier charge.

Take an example. A target company granted a debenture in 2024 covering specified intellectual property and other assets. In 2026, your company buys one of those charged assets as part of an asset purchase. The original charge creation date remains the 2024 date in the written instrument. The acquisition date is the 2026 completion date for your purchase. If those dates are mixed up, the form may be wrong even if the rest of the paperwork is accurate.

This does not decide whether the transaction was valid, whether priority is affected, or whether lender releases should have been obtained. It simply shows why the chronology on the filing needs to reflect the actual history.

What needs to go in the filing packet

Companies House states that three things must be delivered together:

• the completed form
• a certified copy of the original written instrument
• the fee

That "together" point matters. Companies House says it will reject an application if all documents are not delivered together, and it will not hold an incomplete application while waiting for missing items.

For deal teams, the practical lesson is to assemble the packet before anyone assumes filing is ready. It is not enough to have a partly completed form and plan to source the certified copy later. If the certified copy is missing, the packet is incomplete.

You should also avoid sending the original written instrument. Companies House keeps what is submitted and makes it available on the public register. The guidance specifically says not to submit the original written instrument.

An example shows how this can go wrong. A buyer completes an acquisition on Friday and sends the form to be filed the same day, expecting to forward a certified copy of the charge document after the weekend. That is not a minor administrative gap. On the published approach, the application can be rejected because the filing did not arrive as a complete set.

The same issue arises if the fee is omitted or if the wrong company details are used. Filing problems here are usually administrative rather than complex legal disputes, but they can still create an avoidable mess for the post-completion file.

How to complete the key MR02 fields without overcomplicating them

The form is easier to manage if you work from the instrument line by line rather than from memory or a transaction summary. Several fields are there to reflect what the written instrument actually says, not what the parties assume it means commercially.

Company details
The company name and company number should match Companies House records for the company acquiring the property. This is a basic point, but group structures and SPVs often create confusion if the deal team uses a trading name or the wrong acquisition vehicle.

Persons entitled to the charge
The names of the persons, security agents or trustees entitled to the charge should accurately reflect the written instrument. If there are many names, the form allows any four to be entered with the relevant confirmation that there are more than four.

Description of charged property
If the instrument charges specified land, buildings, a ship, aircraft or intellectual property, the form asks for a short description. If there are several plots or several items, at least one can be described, with a statement referring to the instrument for more detail. If there is no specified land, ship, aircraft or intellectual property, that section can be left blank or marked none.

Other charge or fixed security
If the instrument contains charging clauses creating a charge or fixed security beyond the specified asset categories already described, the relevant box should be ticked. This is about whether the written instrument contains those clauses.

Floating charge
If the instrument contains a floating charge, the form should say so. If the floating charge covers all the property and undertaking of the company, the additional box is relevant. Again, the answer comes from the written instrument.

Negative pledge
If the written instrument has terms prohibiting the chargor from creating further security ranking equally with or ahead of the charge, the negative pledge box is relevant. That is the official wording to focus on. It is better not to overstate what this means beyond the instrument and the form.

Trustee statement
If the chargor is acting as trustee of the property or undertaking charged, the trustee statement box should be considered on the terms stated in the form.

These boxes may look routine, but they are not guesswork. The safer approach is to compare each answer against the actual instrument, especially where the charge package includes fixed and floating elements or multiple secured parties.

No specified acquisition filing period does not mean no deadlines at all

One point from the guidance is especially useful because it corrects a common assumption: there is no specified period of time for delivering the acquisition on MR02.

That means you should not import the 21-day registration timetable used for some new charge filings and assume it applies here. The acquisition filing is its own process.

At the same time, this does not mean timing can be ignored. Transaction documents, funding conditions, disclosure obligations, internal completion mechanics, or lender requirements may still create practical or contractual deadlines. The Companies House guidance only tells you that MR02 itself does not have a specified period for delivering the acquisition. It does not settle every timing issue around the deal.

For founders and acquisition teams, the sensible position is to separate two questions:

• What does the Companies House MR02 process require?
• What does the purchase agreement, finance package or wider deal timetable require?

Keeping those questions separate helps avoid two opposite mistakes: rushing the filing on the false basis of a 21-day creation deadline, or delaying all post-completion work because there is no specified filing period on the form guidance.

Authentication and practical handover points

The current how to complete paper form MR02 guidance also makes a useful procedural point about authentication. Someone with an interest in the charge must enter their printed name on the form. That could be the company, the lender, or a representative such as a solicitor or accountant. A signature is not required on the current form guidance.

That can simplify completion, but it does not reduce the need for a careful filing pack. In practice, the internal handover for an MR02 filing usually runs more smoothly if the following are pulled together early:

• the underlying written instrument creating the original charge
• evidence of the acquisition date
• the correct company name and company number for the acquiring company
• arrangements for obtaining a certified copy of the original written instrument
• confirmation that the form, fee and supporting copy will be sent together
• a retained copy of what was filed and evidence of submission

That is not a legal guarantee of compliance, but it is a practical way to reduce preventable rejection points.

A small example shows why this matters. A founder asks finance to handle the filing, finance has the completion statement but not the original security document, and external advisers assume someone else has arranged the certified copy. By the time the gap is noticed, the team has a near-complete form but not a complete filing packet. A named person responsible for assembling the complete packet can help prevent that handover gap.

FAQ

Does MR02 mean the lender has consented to the acquisition?

No. MR02 is a registration process for acquired property subject to an existing charge. Whether the lender consented, waived rights or released security depends on the underlying documents and the transaction structure.

Is MR02 the same as registering a new charge created by the buyer?

No. MR02 deals with property acquired subject to an existing charge. If the buyer is creating a new charge, that is a different filing question.

Can we send the original charge document?

You should not send the original written instrument. The published guidance says not to submit it, and Companies House keeps the document that is submitted on the public register.

Can we send the form first and the certified copy later?

No. The guidance says the form, certified copy and fee must be delivered together. Companies House also says it will not hold an incomplete application while waiting for missing items.

Do we have to sign the form?

The current guidance says a person with an interest in the charge must enter their printed name for authentication, and a signature is not required.

Key Takeaways

• MR02 is a specific filing for a company acquiring property already subject to an existing charge, not a catch-all form for every secured transaction.
• Only use MR02 for an ordinary company where the original charge was created on or after 6 April 2013; LLPs use a different form.
• The original charge creation date and the property acquisition date are separate facts and should not be merged.
• The filing packet must include the form, a certified copy of the original written instrument and the fee together, or it may be rejected.
• There is no specified period for delivering the acquisition on MR02, but that does not remove deal timetable or contract issues outside the filing guidance.
• MR02 records the charge position for the acquired property; it does not prove lender consent, release security or determine wider transaction validity.
• Use the written instrument carefully for names, asset descriptions, fixed or floating security details, any negative pledge wording and trustee points.

If your business is acquiring assets that are already charged, our legal team can help you review the charge paperwork, prepare the MR02 filing pack, coordinate post-completion company-record checks and spot related consent or contract issues. Call 08081347754 or email team@sprintlaw.co.uk.