Cyprus Register of Charges & Debentures 2026: Registration, the 21-Day Deadline, Priority & Satisfaction

When a Cyprus company borrows and grants security — a bank facility, a shareholder loan secured on assets, or a debenture over the whole undertaking — the security is only half the job. The other half is registering it. The Companies Law Cap. 113 runs a public register of company charges at the Department of Registrar of Companies and Intellectual Property (DRCOR), and a charge that is not registered in time can collapse exactly when it matters: on insolvency.Companies Law Cap. 113, Part IV (Registration of Charges)

This guide explains what the register is, which charges and debentures must go on it, the strict 21-day deadline, how you actually file, the fixed-versus-floating distinction, how priority works, what non-registration costs, and how to clear a charge once the debt is repaid. It sits alongside the core company registration guide and the recurring annual compliance checklist.

What is the Cyprus register of charges?

It is a public register, maintained by the Registrar of Companies (DRCOR) under Part IV of the Companies Law Cap. 113, recording the security interests — mortgages and charges — that a Cyprus company has granted over its assets.

The register exists to protect third parties. A lender, buyer or counterparty can search the record and see whether a company's assets are already encumbered before advancing money or completing a deal. That transparency only works if companies actually file, so the law backs it with hard consequences for non-registration rather than mere penalties. The regime is separate from the Land Registry (which records mortgages over Cyprus immovable property) and from any pledge registration — a charge can require entry in more than one register.Companies Law Cap. 113, Part IV

Which charges and debentures must be registered?

The Law lists specific classes of registrable charge. If a charge falls into one of them, the particulars must be delivered to the Registrar — and security for an issue of debentures is expressly on the list.

The registrable classes under Cap. 113 include, broadly:

• A charge created to secure an issue of debentures.
• A charge on the company's uncalled share capital.
• A charge on land or any interest in land (wherever situated).
• A charge on book debts of the company.
• A floating charge on the undertaking or property of the company.
• A charge on calls made but not paid.
• A charge on a ship or aircraft or any share therein.
• A charge on goodwill or intellectual property.

A debentureis simply a written instrument acknowledging the company's debt, typically secured by a fixed and/or floating charge over its assets. Because the security behind a debenture is a registrable charge, the debenture's security package must be filed on the same 21-day clock as any other charge. Not every security interest is registrable — a pledge of shares, for example, follows the Contract Law pledge route rather than Part IV — so the first question on any deal is which register applies.Companies Law Cap. 113, s.90 (registrable charges)

What is the 21-day filing deadline?

The prescribed particulars, together with the instrument creating the charge, must reach the Registrar within 21 days of the date the charge is created. For a charge created outside Cyprus over property situated abroad, the window is 42 days from the date of the instrument.

The 21-day period is short and unforgiving, and it runs from creation of the security — not from signing the loan or drawing down funds. In practice the registration should be prepared in parallel with the security documents so it can be filed the same week. Where the deadline is genuinely missed, the only route back onto the register is a court order extending or rectifying the time for registration.Companies Law Cap. 113, s.90 (21-day / 42-day periods)

How do you register a charge with DRCOR?

File the prescribed particulars on the Registrar's charge form (form HE24E for a Cyprus company), accompanied by the stamped instrument creating the charge and the applicable fee, within the 21-day window — through the DRCOR e-filing system or on paper.

1. Complete the registration form with the required particulars: the date and description of the charge, the amount secured, the property charged and the person entitled to the charge (the chargee).
2. Attach the original instrument creating the charge, or a certified copy, duly stamped; a certified Greek translation is required where the instrument is in another language.
3. Pay the filing fee, which is banded by the value of the charge — the DRCOR schedule runs from EUR 140 at the lowest band up to EUR 640 for the highest, with an optional EUR 20 accelerated-processing fee.
4. Submit within 21 days (42 days for the foreign-property case). On registration the Registrar issues a certificate that is conclusive evidence the filing requirements were met.

The same form is used to register a new charge and to record an amendment or assignment of an existing one; overseas companies use a separate form under the equivalent overseas-company procedure. Because a defective or late filing can invalidate the security, charge registration is normally handled by the advocate or corporate administrator running the transaction rather than left to the borrower.DRCOR — form for registration, amendment or assignment of a charge (HE24E), fee schedule

Fixed vs floating charges: what is the difference?

A fixed charge attaches to a specific, identified asset and restricts the company from dealing with it; a floating charge hovers over a shifting pool of assets, leaving the company free to trade until the charge crystallises into a fixed charge on a trigger event.

A fixed chargeis the stronger security. It bites on a named asset — land, a ship, specific shares or identified receivables — and the company cannot dispose of that asset free of the charge without the chargee's consent. A floating charge is designed for assets that constantly change, such as stock-in-trade and book debts. The company keeps trading with them normally until the charge crystallises— typically on default, the appointment of a receiver, or the commencement of winding-up — at which point it fixes onto whatever assets are then in the pool.

The practical consequence is priority and recovery: a fixed charge generally ranks ahead of a floating charge over the same asset, and a floating charge holder can be leap-frogged by later fixed security and by certain preferential claims in an insolvency. Debentures often combine the two — fixed charges over the company's major assets plus a floating charge over everything else — to give the lender both strong security and a route to enforce over the whole undertaking.Companies Law Cap. 113, Part IV (floating charges)

How is priority between competing charges decided?

For registrable charges, priority broadly follows the date the particulars are delivered to the Registrar — not the date the charge was signed. An earlier-registered proprietary interest generally takes priority over interests that arise later.

This is why timing is everything. Two lenders can take security over the same company on the same day, and the one that registers first can secure priority. It is also why a prudent lender searches the register immediately before advancing funds and registers its own charge without delay: registration both perfects the security against a liquidator and fixes its rank against competing chargees. The fixed-versus-floating distinction then overlays this, because a fixed charge can outrank an earlier floating charge over the same asset unless the floating charge restricts later fixed security and the later chargee had notice of that restriction.Companies Law Cap. 113, Part IV (priority of registered charges)

What happens if a charge is not registered?

An unregistered registrable charge is void against the liquidator and any creditor of the company, and the money it secured becomes immediately repayable. The debt itself survives — but the lender loses its security and drops to unsecured status.

This is the sharpest feature of the regime. The consequence is not a modest fine; it is the loss of the security's effectiveness in precisely the scenario it was taken for. If the company later enters liquidation, an unregistered charge cannot be enforced against the liquidator or other creditors, so the lender queues alongside ordinary unsecured claimants. And because the secured money becomes payable at once on non-registration, the borrower can face an accelerated debt.

The court has power to allow registration out of time, or to rectify the register, where the omission was accidental or would not prejudice creditors — but this is a discretionary application, it takes time and cost, and it cannot be relied on as a fallback. The disciplined answer is to file within the 21 days.Companies Law Cap. 113, s.90 (void against liquidator / creditors) and court rectification power

How do you record satisfaction of a charge?

When the secured debt is paid or the charged property is released, evidence is filed with the Registrar so that a memorandum of satisfaction is entered against the charge, clearing it from the public register.

Registering the charge is not the end of the lifecycle. Once the loan is repaid, the entry should be closed off so the register reflects reality. A charge left showing as live long after repayment is a recurring problem in practice: it surfaces on due diligence, holds up a refinancing or a sale, and prompts awkward questions from banks and buyers. Recording satisfaction promptly — whether for the whole charge or for part of the property released — keeps the company's public record clean and is part of good ongoing compliance housekeeping.Companies Law Cap. 113, Part IV (memorandum of satisfaction)

What must the company keep at its own registered office?

Beyond the DRCOR filing, the company must keep its own register of charges and copies of the instruments creating them at its registered office, available for inspection.

Cap. 113 imposes a second, internal layer. Every Cyprus company must maintain its own register of the mortgages and charges affecting its property — recording a description of the charged property, the amount secured and the name of the chargee — and must keep copies of the instruments creating registrable charges at the registered office. These records must be open to inspection by creditors and members. This is one of the standing statutory registers a company keeps alongside its registers of members and directors, part of the wider governance framework covered in the Cyprus Ltd company requirements guide. Keeping the in-house register in step with the DRCOR record avoids inconsistencies that can undermine a financing or an audit.Companies Law Cap. 113, ss.98–99 (copies of instruments and company register of charges)