The Land Registry has confirmed that where an estate rentcharge is granted or reserved on or after 6 April 2013 by a UK registered company (this includes companies registered in Scotland or Northern Ireland) or a limited liability partnership (LLP) affecting its property, the rentcharge must now be registered at Companies House.
Previously, rentcharges were specifically exempted from the Companies House registration regime for company charges however this exemption no longer applies.
Rentcharges are not primarily financial charges created to secure loans to a company or LLP but Companies House take the view that, despite any policy intention, because of the change to CA 2006, they are within the scope of the Regulations and they have a legal obligation to register them if lodged for registration.
When applying for the substantive registration of an estate rentcharge created on or after 6 April 2013 by a company or limited liability partnership firms are advised to ensure they enclose evidence of filing.
If evidence is not lodged Land Registry will enter the following qualifying Note in the Property Register: Note: The title to the rentcharge is subject to the provisions of section 859H of the Companies Act 2006 if and in so far as that section applies to the rentcharge.
If the above Note is entered in the register and evidence of due registration at Companies House is subsequently obtained, application may be made for alteration of the register to remove this qualifying entry.
Where an application is made only to note a new company or LLP estate rentcharge in the Charges Register of the servient title, no qualifying note is required if evidence of Companies House registration is not lodged.
A notice does not confer validity on the interest or claim being noted. Rentcharges and estate rentcharges granted by a UK company or LLP before 6 April 2013 are not affected by the registration provisions of the Companies Act 2006 and do not need to be registered at Companies House before being noted or substantively registered.
There is no requirement for Companies House registration where a company or LLP acquires property already subject to a rentcharge (“after-acquired property”).