Asset Classes Commonly Covered By A UK Security Agreement
Asset Examples | Common Security Form | Perfection or Notice Requirements | Practical Complexity | Common Limitations |
|---|---|---|---|---|
Freehold real property | ||||
Offices, warehouses, retail units, development land. | Legal mortgage Fixed charge | Register at Companies House within 21 days register charge at HM Land Registry. | Medium | Title defects, prior charges, planning restrictions and environmental liabilities. |
Leasehold real property | ||||
Long leases, occupational leases, ground leases. | Legal mortgage Fixed charge | Companies House filing HM Land Registry registration landlord consent may be needed. | High | Alienation restrictions, forfeiture risk, short lease term and landlord consent conditions. |
Unregistered land | ||||
Older freehold or leasehold titles not yet registered. | Legal mortgage Equitable mortgage | Companies House filing land charges registration may be required. | High | Title investigation burden and risk of undisclosed interests. |
Book debts and trade receivables | ||||
Customer invoices, accrued revenue, retention sums. | Assignment by way of security Fixed charge Floating charge | Companies House filing debtor notices for legal assignment and priority. | High | Anti-assignment clauses, set-off, dilution and collection control issues. |
Intra-group receivables | ||||
Intercompany loans, management charges, group cash pooling balances. | Assignment by way of security Fixed charge | Companies House filing notice to group debtor usually needed for legal assignment. | Medium | Subordination, set-off, tax and corporate benefit issues. |
Bank accounts | ||||
Current accounts, deposit accounts, reserve accounts. | Fixed charge Floating charge | Companies House filing account bank notice or control agreement commonly used. | High | True fixed charge requires control over withdrawals bank set-off rights. |
Cash deposits | ||||
Blocked deposits, rent deposits, margin deposits. | Fixed charge Assignment by way of security | Companies House filing unless exempt account control or notice to deposit holder. | Medium | Withdrawal rights, bank liens, set-off and financial collateral rules. |
Shares in subsidiaries | ||||
Certificated shares in private or public companies. | Equitable mortgage Fixed charge | Companies House filing hold certificates and signed stock transfer forms. | Medium | Articles restrictions, pre-emption rights, financial assistance and regulatory approvals. |
Listed securities | ||||
Quoted shares, listed bonds, exchange-traded instruments. | Fixed charge Other | Control arrangements, custodian notice and possible financial collateral compliance. | High | Market abuse, close-out, custody and regulatory constraints. |
Partnership or LLP interests | ||||
LLP capital accounts, profit shares, partnership distributions. | Fixed charge Assignment by way of security | Companies House filing notice and consent under partnership documents. | High | Transfer restrictions, member consent and valuation uncertainty. |
Plant and machinery | ||||
Production lines, machinery, tools, generators. | Fixed charge Floating charge | Companies House filing identify assets clearly check finance leases or hire purchase. | Medium | Retention of title, asset mobility, depreciation and third-party ownership. |
Vehicles | ||||
Cars, vans, lorries, trailers, fleet vehicles. | Fixed charge Floating charge | Companies House filing verify title and existing asset finance. | Medium | Finance company title, rapid disposal, insurance and identification issues. |
Inventory and stock | ||||
Raw materials, work in progress, finished goods. | Floating charge Fixed charge | Companies House filing fixed charge requires strict disposal controls. | High | Ordinary course sales, retention of title and fluctuating asset pool. |
Raw materials and commodities | ||||
Metals, fuel, grain, chemicals, timber. | Floating charge Fixed charge | Companies House filing warehouse acknowledgements may support control. | High | Commingling, quality variation, title documents and price volatility. |
Goods in transit | ||||
Shipped inventory, consigned goods, goods under bills of lading. | Fixed charge Floating charge Other | Companies House filing possession or control of documents of title may be needed. | High | Carrier liens, title retention, Incoterms and cross-border law issues. |
Warehouse receipts and documents of title | ||||
Bills of lading, warehouse warrants, delivery orders. | Fixed charge Other | Companies House filing possession, endorsement or control of document. | High | Document validity, fraud risk and warehouse operator liens. |
Intellectual property generally | ||||
Patents, trade marks, designs, copyright, domain names. | Fixed charge Assignment by way of security | Companies House filing consider recordal at relevant IP registry. | High | Licences, ownership gaps, overseas rights and registration defects. |
Patents | ||||
UK patents, patent applications, inventions and priority rights. | Fixed charge Assignment by way of security | Companies House filing UK IPO recordal recommended for registered patent interests. | High | Co-ownership, licence rights, renewal fees and pending application risk. |
Trade marks | ||||
UK marks, brand names, logos, applications. | Fixed charge Assignment by way of security | Companies House filing UK IPO recordal recommended for registrable transactions. | Medium | Brand licensing, non-use vulnerability and territory limitations. |
Registered designs | ||||
UK registered designs and design applications. | Fixed charge Assignment by way of security | Companies House filing record registrable interests at UK IPO where appropriate. | Medium | Shorter commercial life, ownership chain and design validity issues. |
Copyright and database rights | ||||
Software code, manuals, websites, databases, media content. | Fixed charge Assignment by way of security | Companies House filing no UK copyright register, so evidence chain is critical. | High | Employee or contractor ownership, open-source terms and moral rights. |
Software and source code | ||||
Proprietary platforms, apps, source repositories, object code. | Fixed charge Assignment by way of security | Companies House filing escrow and access arrangements may be needed. | High | Third-party code, SaaS dependencies, contractor rights and cybersecurity controls. |
Domain names | ||||
.uk domains, .com domains, business-critical URLs. | Fixed charge Assignment by way of security Other | Companies House filing registrar account controls or registrar notice may assist. | Medium | Registrar terms, renewal failure, transfer locks and foreign registry rules. |
Contract rights | ||||
Supply contracts, service agreements, framework agreements. | Assignment by way of security Fixed charge | Companies House filing counterparty notice and consent if assignment is restricted. | High | Anti-assignment, termination rights, confidentiality and set-off. |
Insurance proceeds | ||||
Property, business interruption and key asset insurance proceeds. | Assignment by way of security Fixed charge | Companies House filing notice to insurer and loss payee endorsement commonly used. | Medium | Policy terms, insurer consent, reinstatement rights and exclusions. |
Rental income | ||||
Commercial rents, service charges, licence fees. | Assignment by way of security Fixed charge | Companies House filing notice to tenants for legal assignment and priority. | Medium | Tenant set-off, rent concessions and lease variation rights. |
Bank guarantees and bonds | ||||
Performance bonds, retention bonds, standby letters of credit. | Assignment by way of security Fixed charge | Companies House filing issuer or beneficiary notice and consent may be required. | High | Non-transferability, demand mechanics and issuer set-off rights. |
Licences and permits | ||||
Operating licences, environmental permits, software licences. | Fixed charge Assignment by way of security Other | Companies House filing regulator or licensor consent may be required. | High | Personal rights, non-transferability, revocation and regulatory approval. |
Goodwill | ||||
Business reputation, customer connection, trading names. | Fixed charge Floating charge | Companies House filing usually secured as part of whole-business security. | Medium | Difficult valuation and dependence on business continuity. |
Uncalled share capital | ||||
Unpaid amounts on issued shares and call rights. | Fixed charge Floating charge | Companies House filing review articles and shareholder obligations. | Medium | Articles, shareholder defences and limited practical value. |
Calls on shareholders | ||||
Rights to demand unpaid share capital from members. | Fixed charge Assignment by way of security | Companies House filing notice may be given to relevant shareholders. | Medium | Constitutional restrictions and collectability concerns. |
Chattels and equipment | ||||
Office equipment, furniture, IT hardware, fixtures. | Fixed charge Floating charge | Companies House filing asset schedule and serial numbers improve identification. | Low | Low resale value, rapid replacement and third-party ownership. |
Fixtures | ||||
Plant attached to land, lifts, heating systems, fitted equipment. | Legal mortgage Fixed charge | Usually covered by land mortgage Companies House and land registration may apply. | Medium | Fixture versus chattel disputes and landlord ownership issues. |
Agricultural assets | ||||
Crops, livestock, farm machinery, subsidy receivables. | Fixed charge Floating charge Other | Companies House filing specialist agricultural charges may require separate treatment. | High | Seasonality, animal welfare, perishability and subsidy restrictions. |
Ships and vessels | ||||
Commercial vessels, workboats, yachts, fishing vessels. | Legal mortgage Fixed charge Other | Companies House filing register ship mortgage on the relevant ship register. | High | Maritime liens, flag state rules, insurance and mobility. |
Aircraft | ||||
Aircraft, helicopters, engines and airframes. | Legal mortgage Fixed charge Other | Companies House filing CAA mortgage register and international filings may apply. | High | Maintenance, leasing, engine swaps, priority and international registry issues. |
Rolling stock | ||||
Rail carriages, locomotives, wagons and rail equipment. | Fixed charge Other | Companies House filing asset registers, operator notices and leasing checks. | High | Leasing structures, regulatory access and cross-border movement. |
Energy project assets | ||||
Solar farms, wind turbines, grid connection rights, PPAs. | Fixed charge Assignment by way of security Legal mortgage | Companies House filing land, contract and licence perfection steps often combined. | High | Grid rights, offtake terms, planning, subsidy and equipment warranties. |
Data and databases | ||||
Customer lists, analytics data, CRM databases, datasets. | Fixed charge Assignment by way of security | Companies House filing assess GDPR restrictions before enforcement or transfer. | High | Privacy law, consent, confidentiality and data portability constraints. |
Cryptocurrency and digital assets | ||||
Bitcoin, ether, stablecoins, exchange wallets, tokens. | Fixed charge Other | Companies House filing wallet control or custodian control is critical. | High | Private key control, volatility, custody, sanctions and tracing issues. |
Carbon credits and environmental units | ||||
UK ETS allowances, voluntary carbon credits, renewable certificates. | Fixed charge Assignment by way of security Other | Companies House filing registry account control or notice often needed. | High | Scheme rules, expiry, eligibility and registry transfer restrictions. |
Construction receivables | ||||
Interim payments, retention monies, final account claims. | Assignment by way of security Fixed charge | Companies House filing employer notice and contract assignment review. | High | Pay less notices, set-off, adjudication and anti-assignment clauses. |
Tax refunds and claims | ||||
VAT repayments, corporation tax refunds, R&D credits. | Assignment by way of security Fixed charge | Companies House filing HMRC notice may be relevant but assignment limits apply. | Medium | HMRC set-off, eligibility disputes and statutory restrictions. |
Pension-related receivables | ||||
Employer contribution refunds or scheme-related receivables. | Assignment by way of security Other | Companies House filing pension trustee and statutory restrictions must be checked. | High | Trust structure, statutory protections and regulator powers. |
Hedging rights | ||||
ISDA receivables, close-out amounts, collateral return rights. | Assignment by way of security Fixed charge Other | Companies House filing notice and netting or collateral document review. | High | Netting, set-off, transfer restrictions and financial collateral rules. |
Claims and litigation proceeds | ||||
Damages claims, settlement proceeds, arbitration awards. | Assignment by way of security Fixed charge | Companies House filing notice may be given to claim counterparty after crystallisation. | High | Champerty concerns, uncertainty, privilege and settlement control. |
Franchise rights | ||||
Franchise agreements, territory rights, royalty receivables. | Assignment by way of security Fixed charge | Companies House filing franchisor consent usually required. | High | Termination rights, non-transferability and brand control provisions. |
Securitised or assigned receivables residuals | ||||
Deferred purchase price, excess spread, residual collections. | Assignment by way of security Fixed charge | Companies House filing review prior sale and trust arrangements. | High | True sale terms, priorities, commingling and structural subordination. |
Floating asset pool | ||||
All present and future undertaking, assets and rights. | Floating charge | Companies House filing insolvency priority and prescribed part rules apply. | Low | Ranks behind fixed charges, preferential debts and prescribed part carve-out. |
What Assets Can A UK Debenture Cover?
A UK debenture can be drafted to cover a wide pool of company assets, but the security method varies by asset. Land, ships, aircraft, registered IP and certain financial assets often require asset-specific filings or notices in addition to Companies House registration.
When Is A Fixed Charge More Difficult To Achieve?
Fixed charges are most sensitive where the company needs freedom to deal with the asset, especially stock, fluctuating bank accounts and receivables. If the lender does not exercise sufficient control, the security may be vulnerable to recharacterisation as a floating charge.
Which Assets Usually Need Extra Perfection Steps?
- UK land: register the charge at Companies House and usually at HM Land Registry.
- Receivables and contracts: give notice to debtors or counterparties where an effective legal assignment or priority protection is required.
- Shares: take signed stock transfer forms and share certificates, and consider updating the company register when appropriate.
- IP rights: register at Companies House and consider recordal at the relevant IP registry, such as the UK IPO.
- Ships and aircraft: specialist register filings are commonly needed.
Why Do Negative Pledges And Consent Rights Matter?
Many valuable assets are affected by third-party restrictions, such as anti-assignment clauses in contracts, landlord consent for leases, retention of title claims over stock, regulatory licences, or bank mandate restrictions. These issues should be checked before relying on a debenture as full asset coverage.

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