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Companies Act / Charges

345. Satisfaction of Charge (Section 82): Form CHG-4 and Evidence

Paying off a loan does not automatically satisfy the charge. The company must file CHG-4 within thirty days of full payment or satisfaction, supported by the charge holder’s confirmation, and obtain the CHG-5 memorandum.

29 Oct 20262 min read

The Thirty-Day Intimation

Section 82 requires the company to give intimation to the Registrar of the payment or satisfaction in full of any registered charge within thirty days from the date of such payment or satisfaction. The intimation is in Form CHG-4. A charge that is paid off but not satisfied on the ROC record continues to appear as an encumbrance, affecting the company’s borrowing capacity and diligence outcomes.

The Evidence Requirement

CHG-4 must be supported by evidence of satisfaction: the charge holder’s letter confirming full receipt and release, the no-dues certificate, the board resolution, and the instrument of satisfaction where applicable. The Registrar may require further evidence. A filing without the charge holder’s confirmation is typically rejected or marked for resubmission.

The CHG-5 Memorandum

Where the Registrar enters a memorandum of satisfaction in full, the Registrar issues a certificate of registration of satisfaction in Form CHG-5. The CHG-5 is the conclusive record that the charge has been satisfied. The company should obtain and retain the CHG-5 and update the register of charges.

Partial Satisfaction

A partial satisfaction of charge is not covered by the Section 82 full-satisfaction route. Where the charge is partially released, the company should file the appropriate modification or release documentation, and the register should reflect the partial release. Treating a partial release as a full satisfaction is a misstatement of the encumbrance position.

Documentation

The file should contain: the loan closure statement; the charge holder’s release letter; the board resolution; the CHG-4 filing; the CHG-5 certificate; and the updated register of charges. A company that has the loan closure letter but not the CHG-5 has not completed the statutory satisfaction.

Call to Action: For CHG-4 filing, charge satisfaction evidence review, or register rectification, contact office@anujdesaiassociates.com or 9619456656. Website: https://anujdesaiassociates.com. LinkedIn: linkedin.com/in/ca-anuj-desai-122547230.

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