COMPLIANCE

CHG-1 Form for Registering a Charge on Loans to an Indian Company

How an Indian company registers a charge with the ROC in Form CHG-1 under section 77, the 30, 60 and 120 day windows, CHG-9, CHG-4, security for an ECB from a foreign parent, the register of charges and penalties.

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Compliance

CA NandiniCo-founder

16 Feb 2026Published

Reviewed by Nihal Srivastava16 Feb 2026

29 minute read13 questions answered at the end

Krystal7 Consultants · India entry, tax and compliance

CHG-1 Form for Registering a Charge on Loans to an Indian Company

Written by CA Nandini Hasija, Krystal7 Consultants. Last updated 23 October 2026.

Form CHG-1 registers a charge with the Registrar of Companies. Section 77 of the Companies Act, 2013 requires it within 30 days of the charge's creation, signed by the company and the charge holder. The Registrar can allow filing up to 60 days from creation on additional fees, and a further 60 days on an ad valorem fee. Charges securing debentures use Form CHG-9. Repayment is reported in Form CHG-4 within 30 days.

This page is for Indian subsidiaries that borrow from banks or from their foreign parent. It covers which charges need registration, the late filing windows, ECB security, satisfaction, the register of charges and the penalties.

AI Overview Summary

Section 77 of the Companies Act, 2013 requires a company to register every charge on its property in Form CHG-1 within 30 days of creation, signed by the company and the charge holder.
The Registrar can allow CHG-1 up to 60 days from creation on additional fees, then 120 days in all. The second window adds an ad valorem fee of 0.05 percent of the amount secured.
A liquidator and other creditors ignore an unregistered charge under section 77(3). Section 86 imposes INR 5,00,000 on the company and INR 50,000 on each officer in default.
Since 16 Feb 2026, paragraph 11 of Schedule I to the Borrowing and Lending Regulations lets a foreign parent take a charge for its ECB, with existing Indian lenders' NOC where needed.
When the loan is repaid, the company files Form CHG-4 within 30 days under section 82. Charges on debentures use Form CHG-9 instead of CHG-1.

What is Form CHG-1 and when is it due?

Form CHG-1 is the ROC form for registering the creation or modification of a charge, other than a charge for debentures. Section 77(1) of the Companies Act, 2013 and rule 3 of the charges rules set the deadline. It is 30 days from the date the charge is created, and both parties sign.

The text of section 77 applies to every company and every charge holder. It does not matter whether the lender is a bank, the foreign parent or a vendor. We call the Companies (Registration of Charges) Rules, 2014 the charges rules on this page.

Form	Purpose	Source	Time limit
CHG-1	Create or modify a charge, other than for debentures	Sections 77 to 79; rule 3	30 days from creation or modification
CHG-9	Create or modify a charge for debentures, or rectify its particulars	Sections 77 and 79; rule 3	30 days from creation or modification
CHG-2 and CHG-3	Registrar's certificate of registration and of modification	Section 77(2); rule 6	Issued by the Registrar
CHG-4	Intimate payment or satisfaction of a charge	Section 82; rule 8	30 days from payment or satisfaction
CHG-5	Registrar's memorandum of satisfaction	Section 82; rule 8(2)	Issued by the Registrar
CHG-6	Appointment or cessation of a receiver or manager	Section 84; rule 9	As the rule prescribes
CHG-7	Company's own register of charges	Section 85; rule 10	Entries made forthwith
CHG-8	Application to the Central Government to extend time for satisfaction or to rectify particulars	Section 87; rule 12	When a satisfaction filing is late beyond 300 days or particulars are wrong

What is a charge under the Companies Act?

Section 2(16) of the Companies Act, 2013 defines a charge as an interest or lien on the company's property or undertakings, created as security. It includes a mortgage. Any security a company gives over its own assets for a debt is a charge. Hypothecation, pledge, mortgage and a lien created by agreement all qualify.

The test is the company's own assets. A charge on the company's machinery, receivables, bank deposits, intellectual property or office lease needs registration. Security that someone else gives for the company's loan does not, because it is not on the company's property.

Security arrangement	Charge on the company's property?	CHG-1 by the company?
Hypothecation of the subsidiary's plant and receivables to a bank	Yes	Yes
Mortgage of the subsidiary's office in favour of the parent	Yes	Yes
Lien on a fixed deposit given by the subsidiary to its bank for a guarantee	Yes	Yes
Charge on the subsidiary's assets located outside India	Yes; section 77 covers property outside India	Yes
Guarantee by the foreign parent for the subsidiary's bank loan	No; it is the parent's promise	No
Pledge by the parent of its shares in the subsidiary	No; the shares are the parent's asset	No
Unsecured loan from the parent	No security at all	No

Section 77(1) covers charges created in or outside India, on property in or outside India, tangible or otherwise. A US parent that takes a charge over the Indian subsidiary's US bank account is still a charge holder under Indian law.

A pledge of the subsidiary's shares by the parent is not a charge on the company's property, so the company files nothing under Chapter VI. FEMA rules on pledges of shares held by a non resident apply instead, and we check them with the AD bank.

Which charges must a company register under section 77?

Every charge on the company's property must be registered, with one narrow exception. The fourth proviso to section 77(1) lets the Central Government exclude charges it prescribes in consultation with RBI. Rule 3 has one exclusion. It covers charges by a banking company in favour of RBI under section 17(4)(d) of the RBI Act, 1934.

That exclusion came in by the charges rules amendment of 27 Apr 2022. It does not help any operating company. A subsidiary should treat every security interest over its assets as registrable.

The rule applies to modifications too. Section 79 extends section 77 to any modification in the terms or conditions of a registered charge. A top up of the loan amount, a change in interest, an extension of tenure or the addition of new assets is a modification. Each needs a CHG-1 within 30 days of the modification.

A charge on property the company acquires already subject to a charge also needs registration. Rule 5 applies the same procedure to such property.

Board approval comes first, and a parent loan also raises related party questions under section 188. A private company does not need a special resolution of members under section 180 to create a charge, because G.S.R. 464(E) of 5 Jun 2015 switches section 180 off for private companies. The board resolution under section 179 is enough, unless the articles say otherwise.

What is the difference between CHG-1 and CHG-9?

CHG-1 registers charges for loans and other obligations. CHG-9 registers charges that secure debentures, and rectifies particulars of such charges. Both are filed under rule 3 within 30 days of creation, and both follow the same late filing windows in section 77.

Point	CHG-1	CHG-9
Obligation secured	Loans, overdrafts, guarantees, trade credit and other debts	Debentures, secured or partly secured
Typical charge holder	Bank, NBFC, foreign parent, vendor	Debenture trustee for the holders
Modification	Filed again in CHG-1 under section 79	Filed again in CHG-9
Rectification of particulars	Through the Central Government under section 87	CHG-9 also covers rectification
Satisfaction	CHG-4	CHG-4

An ECB can take the form of non convertible debentures issued to the parent. If those debentures are secured, the security goes in CHG-9, not CHG-1. We check the instrument before we pick the form, because the wrong form is resubmitted and the clock keeps running.

How is a charge registered with the ROC?

The company files CHG-1 on the MCA portal with a copy of the charge instrument, within 30 days of creation. The company and the charge holder both sign it. The Registrar then issues a certificate of registration in Form CHG-2. Rule 6 makes that certificate conclusive evidence of compliance with Chapter VI.

The steps we follow for a subsidiary are:

The board approves the borrowing and the security under section 179.
The company and the lender sign the loan agreement and the charge instrument, such as a deed of hypothecation.
The company pays stamp duty on the instrument under the state stamp law.
The company prepares CHG-1 with the charge particulars, the amount secured, the assets charged and the charge holder's details.
A director or other authorised officer of the company and the charge holder's authorised signatory sign the form. A practising professional also certifies it, under the MCA instruction kits.
The company files the form with the instrument and pays the fee.
The Registrar registers the charge and issues CHG-2.
The company enters the charge in its register in Form CHG-7.

Rule 3 also says who certifies the copy of the instrument. For property wholly outside India, the company, a director, the company secretary, an authorised officer of the charge holder or another interested person may certify. For property wholly or partly in India, a director or the company secretary of the company, or an authorised officer of the charge holder, certifies.

The MCA instruction kits for CHG-1, CHG-4 and CHG-9 give the charge holder a block marked "To be digitally signed by". The CHG-1 kit says the form is signed by both the charge holder and the company for straight through processing. So we plan for the lender's signatory to hold a Digital Signature Certificate (DSC) that works on the MCA portal. A foreign national's DSC needs identity and address documents, often apostilled, as our note on foreign directors' DIN and DSC explains. That takes longer than the 30 days if nobody starts early. We get the parent's signatory a DSC before the loan agreement is signed.

Section 80 gives a registered charge a public effect. Anyone who acquires the charged property is deemed to have notice of the charge from the date of registration. Rule 7 makes the MCA portal's records the Registrar's register of charges under section 81, which anyone can inspect for a fee.

What happens if CHG-1 is filed after 30 days?

The Registrar can allow CHG-1 up to 60 days from the charge's creation on additional fees, under the first proviso to section 77(1). If that window also passes, the Registrar can allow a further 60 days on an ad valorem fee. That gives 120 days in total for charges created on or after 2 Nov 2018.

The Companies (Amendment) Act, 2019 set these windows. It took effect from 2 Nov 2018, when the first ordinance came in. Charges created before that date had 300 days, or six months from commencement, and that transition is now over.

The fees sit in the Companies (Registration Offices and Fees) Rules, 2014. The Third Amendment Rules, 2019 (G.S.R. 340(E) of 30 Apr 2019) set them for charges created or modified on or after 2 Nov 2018. The rates below apply from 1 Aug 2019. The MCA instruction kit for CHG-1 shows the same split. It charges a multiple of the normal fee for a delay of up to 30 days and adds an ad valorem fee for a delay of 31 to 90 days.

Window from creation	Delay beyond 30 days	Fee for a small company or OPC	Fee for any other company
Days 1 to 30	None	Normal fee	Normal fee
Days 31 to 60	Up to 30 days	Normal fee plus 3 times the normal fee	Normal fee plus 6 times the normal fee
Days 61 to 120	31 to 90 days	Plus 3 times the normal fee and 0.025% of the amount secured, up to INR 1,00,000	Plus 6 times the normal fee and 0.05% of the amount secured, up to INR 5,00,000
After day 120	More than 90 days	No route under section 77	No route under section 77

A foreign owned subsidiary always pays the "other company" rate. Section 2(85) excludes a holding or subsidiary company from the definition of a small company. The ad valorem fee is what hurts. On a INR 40 crore loan, 0.05 percent is INR 2,00,000.

The normal fee depends on the company's nominal share capital. It runs from INR 200 for capital below INR 1,00,000 up to INR 600 for nominal capital of INR 1 crore or more. The Annexure to the fee rules and the MCA instruction kit for CHG-4 show this. The portal shows the fee payable when you file.

Late registration has a second cost. The third proviso to section 77(1) says it does not prejudice any right acquired in the property before the charge is actually registered. A creditor who took security in the gap can rank ahead.

Can the Central Government condone a delay beyond 120 days?

In our reading, no, for the creation of a charge. The Companies (Amendment) Act, 2019 substituted section 87. It now lets the Central Government extend time only for intimating payment or satisfaction, and rectify an omission or misstatement of particulars in an earlier filing. It no longer extends time to register a new charge.

Two official pages support this reading. The MCA instruction kit for Form CHG-8 offers two options only: delay in registering the satisfaction of a charge, and rectification of an omission or misstatement. The CHG-1 and CHG-9 kits say the portal does not allow registration of a creation or modification beyond 120 days. Clause 13 of the Companies (Amendment) Bill, 2019 words the substituted section 87 the same way.

Rule 12 of the charges rules still speaks of condoning a delay beyond 300 days in Form CHG-8. That wording predates the substituted section, and the Act prevails over the rule.

Many guides still describe a CHG-8 route for a CHG-1 missed by months. We do not rely on it. After 120 days, the company and the lender sign a fresh charge instrument. The company files CHG-1 within 30 days of that new date. Priority then runs from the new charge.

Form CHG-8 still matters for satisfaction filed late beyond the Registrar's window, and for wrong particulars. The application goes to the Central Government, and the company files the order with the Registrar in Form INC-28 under rule 12(3).

How is a charge modified or satisfied?

A modification goes in CHG-1, or CHG-9 for debentures, within 30 days under section 79, and the Registrar issues CHG-3. When the debt is repaid, the company files CHG-4 within 30 days under section 82. The Registrar then records a memorandum of satisfaction and issues CHG-5.

Section 82(1) has a proviso for late satisfaction. On an application by the company or the charge holder, the Registrar may allow the intimation within 300 days of payment, on additional fees. Beyond 300 days, the company applies to the Central Government under section 87 in Form CHG-8.

Section 82(2) protects the lender. The Registrar sends the charge holder a notice to show cause, within a period not exceeding 14 days, why satisfaction should not be recorded. The MCA instruction kit for CHG-4 says straight through processing needs the signatures of both the company and the charge holder. A CHG-4 that the lender signs is faster.

A charge holder may refuse to sign because a balance is still due. The Registrar then notes the cause shown under section 82(3). Section 83 also lets the Registrar record satisfaction on evidence, without the company's intimation.

An unsatisfied charge stays on the company's MCA master data long after the loan is gone. A new lender's due diligence then asks for a no dues letter. We file CHG-4 as part of the repayment closing, not as a later clean up.

How does a foreign lender or parent take security for an ECB?

Since 16 Feb 2026, paragraph 11 of Schedule I to the Borrowing and Lending Regulations governs ECB security. The lender or a security trustee can take a charge on immovable, movable, financial or intangible assets. The agreement must provide for it, and existing Indian lenders give a no objection where needed.

RBI rewrote the ECB framework by FEMA 3(R)(5)/2026-RB of 9 Feb 2026, published in the Gazette on 16 Feb 2026. The new Schedule I sets these conditions in paragraph 11:

The borrowing agreement must require the borrower to provide the security (paragraph 11(2)(a)).
A no objection certificate, as applicable, from the existing lenders in India is obtained before an encumbered asset is charged (paragraph 11(2)(b)).
The charge does not by itself let the lender or security trustee acquire the asset in India (paragraph 11(2)(c)).
On enforcement, the lender's claim is limited to the outstanding ECB, and any transfer must follow FEMA (paragraph 11(4)).
A guarantee for the ECB must follow the Foreign Exchange Management (Guarantees) Regulations, 2026 (paragraph 11(1)).

Under the old Master Direction, paragraph 7.5 let the AD bank allow the charge after it checked the ECB and the security clause. A.P. (DIR Series) Circular No. 22 of 16 Feb 2026 deleted it. Paragraph 11 does not ask for AD bank permission. The no objection it mentions comes from existing Indian lenders.

Many guides still say the AD bank must give a "no objection" before the subsidiary charges assets to its parent. That described the old Master Direction. The AD bank still handles the ECB itself. It files Form ECB 1 for the Loan Registration Number before any drawdown. The monthly Form ECB 2 follows within seven calendar days after month end (paragraph 16).

The ROC filing does not change. The subsidiary files CHG-1 with the parent or the security trustee as charge holder, within 30 days of the deed. A related party ECB must also be at arm's length under paragraph 9. Our guide to an ECB from a foreign parent covers limits and reporting. A later conversion of the loan into shares discharges the debt, so the company files CHG-4. See converting a parent loan into equity.

Point	Before 16 Feb 2026	From 16 Feb 2026
Source of the rule	Master Direction on ECB, paragraph 7.5	Schedule I, paragraph 11, Borrowing and Lending Regulations
AD bank role in security	AD bank allowed creation of the charge after its checks	No AD bank permission in the text
Existing Indian lenders	NOC needed	NOC needed, as applicable
Assets that can be charged	Immovable, movable and financial securities	Immovable, movable, financial and intangible assets
Guarantees	Under the ECB directions	Under the Guarantees Regulations, 2026
ROC registration	CHG-1 within 30 days	CHG-1 within 30 days

Security that the subsidiary gives for its parent's own borrowing is a different case. It is not an ECB of the subsidiary, so paragraph 11 does not cover it. It needs its own FEMA analysis before anyone signs.

What register of charges must the company keep?

Section 85 and rule 10 require every company to keep a register of charges in Form CHG-7 at its registered office. Entries are made forthwith after a charge is created, modified or satisfied. A director, the company secretary or a person the board authorises signs each entry. The register is preserved permanently.

Rule 10 also requires the company to keep the charge instruments. It keeps them for eight years from the date of satisfaction. Members and creditors may inspect the register and instruments without fee under rule 11. Others pay a fee.

The financial statements carry a related disclosure. Schedule III, as amended on 24 Mar 2021, asks for disclosure of any charge or satisfaction not registered within the statutory period, with reasons. The auditor reads the MCA charge records against the loan schedule. Loans from a holding company are also reported in the DPT-3 return. Our page on AOC-4 and MGT-7 filing covers the annual return that follows.

What are the consequences of not registering a charge?

Under section 77(3), a liquidator or any other creditor ignores an unregistered charge, including in insolvency under the IBC. The debt survives under section 77(4), but the lender is unsecured. Section 86 imposes INR 5,00,000 on the company and INR 50,000 on each officer in default.

Default	Consequence	Source
Charge not registered	Not taken into account by the liquidator or other creditors; debt stays payable	Section 77(3) and (4)
Registered late	Rights acquired in the property before registration are protected	Third proviso to section 77(1)
Any default under Chapter VI	Company INR 5,00,000; each officer in default INR 50,000	Section 86
Wilfully false or suppressed particulars	Action for fraud under section 447	Section 86
Company does not file	Charge holder may file and recover the fees from the company	Section 78; rule 3
Charge not satisfied on record	Stale charge on MCA data; show cause or CHG-8 route	Sections 82 and 87

The penalty amounts came from the Companies (Amendment) Act, 2020, which replaced fines with fixed penalties. An adjudicating officer appointed under section 454 decides them. An appeal lies to the Regional Director within 60 days of receiving the order, under section 454(6).

Section 78 protects the lender. If the company does not register within the section 77 period, the charge holder can apply. The Registrar gives the company notice and registers the charge unless the company registers it or shows cause. The charge holder can recover the fees from the company.

A foreign parent should not rely on section 78. Its signatory still needs a DSC, and the 30 day clock does not stop while it gets one. Our compliance calendar for foreign owned companies lists the other event based filings.

What changed in 2026

The Companies Act provisions on charges did not change in 2026, on the official texts we checked. The change was on the FEMA side, for security given to foreign lenders.

Area	Old rule	New rule	Date	Instrument
ECB framework	Master Direction on ECB, paragraphs 1 to 12	Schedule I to the Borrowing and Lending Regulations	16 Feb 2026 (Gazette)	FEMA 3(R)(5)/2026-RB of 9 Feb 2026
Security for an ECB	AD bank allowed the charge under paragraph 7.5	Paragraph 11 sets the conditions; no AD bank permission in the text	16 Feb 2026	A.P. (DIR Series) Circular No. 22 of 16 Feb 2026
Guarantees for borrowings	Guarantee provisions in older FEMA regulations	Foreign Exchange Management (Guarantees) Regulations, 2026; Form GRN from 1 Apr 2026	6 Jan 2026	FEMA 8(R)/2026-RB
MCA filing relief after the 5 Jun 2026 data centre fire	Not applicable	No additional fee to 31 Jul 2026, limited by its title to DPT-3 for the year ended 31 Mar 2026, so we do not read it as relief for CHG-1	19 Jun 2026	MCA General Circular 02/2026
Companies Act amendments	Not applicable	Corporate Laws (Amendment) Bill, 2026 introduced in the Lok Sabha and referred to a Joint Committee; we found no record of passage, so it is not law	23 Mar 2026	Bill No. 85 of 2026

The new ECB framework came into force on 16 Feb 2026, the publish date of this page. The MCA circular and the Bill came later.

Worked example

A US parent lends its Indian subsidiary INR 40 crore as an ECB. The subsidiary is a Private Limited company with nominal capital above INR 1 crore. An Indian bank already holds a first charge on its receivables. The parent wants a second charge on receivables and a first charge on plant and machinery. The dates below are illustrative and start after the new ECB framework came into force on 16 Feb 2026.

Date	Step	Rule
17 Feb 2026	Board approves the ECB and the security	Section 179; section 180 does not apply to a private company
20 Feb 2026	Existing bank issues its no objection to the second charge on receivables	Schedule I, paragraph 11(2)(b)
2 Mar 2026	AD bank files Form ECB 1; RBI allots the LRN	Schedule I, paragraphs 10 and 16
5 Mar 2026	Loan agreement and deed of hypothecation signed; charge created	Section 77(1)
10 Mar 2026	Drawdown of INR 40 crore	After the LRN
4 Apr 2026	Last day for CHG-1 at the normal fee	30 days from 5 Mar 2026
7 Apr 2026	Form ECB 2 for March	Seven days after month end
4 May 2026	Last day with additional fees	60 days from creation
3 Jul 2026	Last day with ad valorem fees	A further 60 days

The fee changes with the filing date. With a normal fee of INR 600:

Filed by 4 Apr 2026: INR 600.
Filed between 5 Apr and 4 May 2026: INR 600 plus 6 times INR 600, so INR 4,200.
Filed between 5 May and 3 Jul 2026: INR 4,200 plus 0.05 percent of INR 40 crore (INR 2,00,000), so INR 2,04,200.
Filed after 3 Jul 2026: not possible under section 77. The parties sign a fresh deed and file within 30 days of it.

The company enters the charge in its CHG-7 register on 5 Mar 2026. The parent's authorised signatory, who got an Indian DSC in February, signs CHG-1 on 25 Mar 2026. The Registrar issues CHG-2, and the parent's lawyers keep a copy with the security file.

Suppose the parent raises the loan to INR 50 crore by an amendment deed on 1 Sep 2026. That is a modification under section 79. CHG-1 for the modification is due by 1 Oct 2026, and the Registrar issues CHG-3.

The subsidiary repays the ECB in full on 31 Mar 2029. CHG-4, signed by the parent's signatory, is due by 30 Apr 2029. The Registrar records satisfaction and issues CHG-5.

Common mistakes

Treating a parent loan as needing no ROC filing because it is group money. Fix: file CHG-1 for any security over the subsidiary's assets, whoever the lender is.
Counting the 30 days from drawdown. Fix: count from the date of the instrument that creates the charge.
Starting the lender's DSC after signing. Fix: get the foreign signatory's DSC before the deed is signed.
Filing CHG-1 for secured debentures. Fix: use CHG-9 where the charge secures debentures.
Missing a modification. Fix: file CHG-1 within 30 days of any top up, tenure change or new asset under section 79.
Charging an encumbered asset without the existing lender's consent. Fix: get the no objection under paragraph 11(2)(b) before the deed.
Planning on CHG-8 to rescue a CHG-1 missed by months. Fix: file within 120 days, or sign a fresh charge and file within 30 days of it.
Forgetting CHG-4 after repayment. Fix: file CHG-4 within 30 days of the final payment, signed by the lender.
Leaving the CHG-7 register blank. Fix: enter each creation, modification and satisfaction on the day it happens.

Checklist

Identify every asset the loan documents charge, in India and outside India.
Confirm whether the security secures a loan (CHG-1) or debentures (CHG-9).
Obtain no objection letters from existing Indian lenders for encumbered assets.
Arrange an Indian DSC for the charge holder's signatory before signing.
Pass the board resolution approving the borrowing and the security.
Obtain the LRN through the AD bank before drawdown, for an ECB.
Execute and stamp the charge instrument, and note the creation date.
File CHG-1 within 30 days of creation and collect the CHG-2 certificate.
Enter the charge in the CHG-7 register at the registered office.
Diarise 30 days from every modification and from final repayment for CHG-1 or CHG-4.

To have us run the charge filing for a parent loan, email [email protected] with the loan agreement and the security deed.

Key terms

Charge (Companies Act): An interest or lien created on the property or assets of a company, or any of its undertakings, as security, including a mortgage, under section 2(16) of the Companies Act, 2013. Chapter VI of the Act requires the company to register it with the Registrar of Companies.
Form CHG-1: The form under rule 3 of the Companies (Registration of Charges) Rules, 2014 for registering the creation or modification of a charge other than one securing debentures. The company and the charge holder both sign it, and the Registrar issues a certificate of registration in Form CHG-2.
Form CHG-9: The form under rule 3 of the Companies (Registration of Charges) Rules, 2014 for registering the creation or modification of a charge that secures debentures, or for rectifying particulars of such a charge. It replaces Form CHG-1 for debenture security.
Form CHG-4: The form under rule 8 of the Companies (Registration of Charges) Rules, 2014 by which a company tells the Registrar that a registered charge has been repaid or satisfied. Section 82 of the Companies Act, 2013 sets 30 days from payment, and the Registrar then records satisfaction in Form CHG-5.
Register of charges (Form CHG-7): The register every company keeps at its registered office under section 85 of the Companies Act, 2013 and rule 10 of the charges rules. It records every charge and its modification and satisfaction, is preserved permanently, and is open to members and creditors without fee.
Ad valorem fee (charge registration): A fee based on the amount secured that the Registrar charges when a company registers a charge in the second 60 day window under the second proviso to section 77(1) of the Companies Act, 2013. The rate is set in the Companies (Registration Offices and Fees) Rules, 2014.
Loan Registration Number (LRN): An LRN is the number allotted to an external commercial borrowing through the borrower's AD bank before drawdown, under the FEMA borrowing and lending regulations. It identifies the loan in all later reporting. A parent loan drawn without one is a FEMA gap to fix through the AD bank or RBI compounding.

See the full glossary

Frequently Asked Questions

What is the due date for Form CHG-1?

CHG-1 is due within 30 days of the charge's creation, under section 77(1) of the Companies Act, 2013 and rule 3 of the charges rules. The Registrar can allow filing up to 60 days from creation on additional fees, and a further 60 days on an ad valorem fee. Modifications follow the same clock under section 79.

Who signs and files Form CHG-1?

The company files CHG-1, and both the company and the charge holder sign it, under section 77(1). For a foreign lender, the lender's authorised signatory signs with an Indian Digital Signature Certificate. If the company does not file in time, the charge holder can apply to register the charge under section 78.

What is the fee for filing CHG-1 late?

For a company that is not small, filing in days 31 to 60 costs the normal fee plus six times the normal fee. Filing in days 61 to 120 adds an ad valorem fee of 0.05 percent of the amount secured, capped at INR 5,00,000. A small company or OPC pays three times the normal fee and 0.025 percent, capped at INR 1,00,000. G.S.R. 340(E) of 30 Apr 2019 sets these fees.

What is the difference between CHG-1 and CHG-9?

CHG-1 registers the creation or modification of charges that secure loans and other debts. CHG-9 registers charges that secure debentures and also rectifies their particulars. Both are filed under rule 3 of the Companies (Registration of Charges) Rules, 2014 within 30 days of creation, with the same late filing windows.

What happens if a charge is not registered with the ROC?

Under section 77(3), a liquidator or any other creditor does not take an unregistered charge into account, so the lender is treated as unsecured. The debt itself stays payable under section 77(4). Section 86 imposes a penalty of INR 5,00,000 on the company and INR 50,000 on each officer in default.

Can a CHG-1 be filed after 120 days?

Not under section 77, in our reading. The Companies (Amendment) Act, 2019 limited section 87 to late satisfaction and rectification of particulars. When 120 days pass, the company and the lender sign a fresh charge instrument and file CHG-1 within 30 days of it. Priority runs from the new charge.

Does an unsecured loan from the parent need CHG-1?

No. CHG-1 is needed only when the company creates a charge over its own property or assets. An unsecured loan from the parent creates no charge. If the loan is an ECB, the company still needs the LRN before drawdown. It files Form ECB 2 monthly under Schedule I to the Borrowing and Lending Regulations.

Does an ECB from a foreign parent need AD bank permission for security?

Not in the text of the regulations since 16 Feb 2026. Paragraph 11 of Schedule I to the Borrowing and Lending Regulations permits a charge in favour of the non resident lender. The agreement must provide for it, and existing Indian lenders must give a no objection where needed. The old AD bank role in paragraph 7.5 was deleted.

Is CHG-1 needed for a charge on assets outside India?

Yes. Section 77(1) of the Companies Act, 2013 covers charges created in or outside India, on property situated in or outside India. Where the property is wholly outside India, rule 3 lets the company, its officers, the charge holder or another interested person certify the instrument copy.

What is Form CHG-4 and when is it filed?

CHG-4 tells the Registrar that a registered charge has been repaid or satisfied. Section 82(1) requires it within 30 days of payment. The Registrar may allow it within 300 days on additional fees. If the charge holder signs the form, the Registrar records satisfaction without a show cause notice and issues CHG-5.

What is Form CHG-8?

CHG-8 is the application to the Central Government under section 87 and rule 12 of the charges rules. Since the Companies (Amendment) Act, 2019, it covers extension of time for intimating satisfaction and rectification of omitted or wrong particulars. The company files the Central Government's order with the Registrar in Form INC-28.

Does a private company need a special resolution to create a charge?

No. Section 180 asks for a special resolution of members before a company disposes of its undertaking or borrows above its limits. G.S.R. 464(E) of 5 Jun 2015 switches section 180 off for a private company. The board approves the borrowing and the security under section 179, subject to the articles.

What is the register of charges in Form CHG-7?

Section 85 of the Companies Act, 2013 and rule 10 of the charges rules require a register of charges in Form CHG-7 at the registered office. It records every creation, modification and satisfaction, is preserved permanently, and is open to members and creditors without fee.

Sources

Income Tax Department (Companies Act, 2013 text), Section 77 Duty to register charges, accessed 23 Oct 2026, https://www.incometaxindia.gov.in/w/section-77-78
Legislative Department, India Code, Companies Act, 2013 and its rules and notifications (index page; the Act's sections 2(16), 2(85), 78 to 87, 179, 180 and 454 are cited by number), https://www.indiacode.nic.in/handle/123456789/2114
Parliament of India, Companies (Amendment) Act, 2019, assented to on 31 Jul 2019, in force from 2 Nov 2018 (sections 77 and 87 amended); Companies (Amendment) Act, 2020, assented to on 28 Sep 2020 (section 86 penalties), cited from the India Code listing above
Ministry of Corporate Affairs, Companies (Registration of Charges) Rules, 2014, G.S.R. 248(E) of 31 Mar 2014 as amended to 29 Aug 2022 (G.S.R. 664(E)), text on the Tripura High Court website, which still prints the 300 day wording of rule 3, https://www.thc.nic.in/Central%20Governmental%20Rules/Companies%20(%20Registration%20of%20charges)%20Rules,2014.pdf
Ministry of Corporate Affairs, Companies (Registration Offices and Fees) Rules, 2014 (Annexure, normal fee by nominal share capital), text on the Tripura High Court website, https://www.thc.nic.in/Central%20Governmental%20Rules/Companies%20(Registration%20Offices%20and%20Fees)%20Rules,%202014.pdf
Ministry of Corporate Affairs, Notifications: G.S.R. 340(E) of 30 Apr 2019 (Companies (Registration Offices and Fees) Third Amendment Rules, 2019, fees for late registration of charges); G.S.R. 342(E) of 30 Apr 2019 (charges rules amendment); G.S.R. 464(E) of 5 Jun 2015 (exemptions to private companies, section 180); G.S.R. 320(E) of 27 Apr 2022, listing page https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/notifications.html
Ministry of Corporate Affairs, Rules listing page, https://www.mca.gov.in/content/mca/global/en/acts-rules/ebooks/rules.html
Ministry of Corporate Affairs, Instruction kits for web forms CHG-1, CHG-4, CHG-8 and CHG-9, accessed 23 Oct 2026, https://www.mca.gov.in/content/dam/mca/mca-forms-instruction-kit/Instruction%20Kit_CHG-1.pdf, https://www.mca.gov.in/content/dam/mca/mca-forms-instruction-kit/Instruction%20Kit_CHG-4.pdf, https://www.mca.gov.in/content/dam/mca/mca-forms-instruction-kit/Instruction%20Kit_CHG-8.pdf and https://www.mca.gov.in/content/dam/mca/mca-forms-instruction-kit/Instruction%20Kit_CHG-9.pdf
Reserve Bank of India, Foreign Exchange Management (Borrowing and Lending) (First Amendment) Regulations, 2026, FEMA 3(R)(5)/2026-RB, 9 Feb 2026, https://rbi.org.in/ScriptS/BS_FemaNotifications.aspx?Id=13306
Reserve Bank of India, Master Direction on External Commercial Borrowings, Trade Credits and Structured Obligations (paragraphs 1 to 12 of Part I, including paragraph 7.5, marked deleted by A.P. (DIR Series) Circular No. 22 of 16 Feb 2026), accessed 23 Oct 2026, https://www.rbi.org.in/Scripts/BS_ViewMasDirections.aspx?id=11510

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CA Nandini

Co-founder · All India Rank 49, ICAI

Nandini Hasija is a co-founder of Krystal7. She leads brand, business development and marketing, and works with founders to define their engagement. She is a Chartered Accountant and achieved All India Rank 49 in the CA examinations.

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