Chapter VI - Registration of Charges
Section 80
Section 80: date of notice of charge
Once a charge is registered under section 77, anyone acquiring the charged property, assets, undertaking, or a share or interest in them is deemed to have notice of the charge from the date of registration.
On this page
Need advice on Section 80?
This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
Where any charge on any property or assets of a company or any of its undertakings is registered under section 77, any person acquiring such property, assets, undertakings or part thereof or any share or interest therein shall be deemed to have notice of the charge from the date of such registration.
Introduction
Section 80 creates constructive notice. A purchaser cannot claim ignorance of a charge that appears on the Registrar’s record from its registration date.
Key takeaways
Deemed notice
Acquirers are treated as knowing about a registered charge.
Starting date
Notice runs from the date of registration, not the date of the acquisition search.
Wide coverage
It applies to property, assets, undertakings, any part of them and any share or interest in them.
Search before acquiring
Because section 80 deems notice from the date of registration, buyers and lenders should search the Registrar’s register of charges before taking an interest in company property.
Why registration matters to the charge holder
Registration both satisfies section 77 and, through section 80, fixes notice on later acquirers. An unregistered charge does not get this deemed-notice effect and, under section 77(3), is not taken into account by a liquidator or other creditor.
Practical preparation
Run a charge search; obtain charge certificates and satisfaction records; reconcile with title documents; seek no-objection or release letters where a charge remains open.
Practical checklist
Do
- Run and keep a dated charge search for every acquisition.
- Insist on satisfaction filings before completion where security is released.
Avoid
- Do not rely only on the seller’s assurance that assets are unencumbered.
Illustrative example
Hypothetical: buying a factory
A buyer purchases a company’s factory without searching the charge register.
Registration
A bank’s charge on the factory was registered two years earlier.
Effect
Section 80 deems the buyer to have had notice from that registration date.
Lesson
A pre-completion search would have revealed the charge.
Outcome
- The buyer cannot rely on lack of knowledge of the registered charge.
Glossary
- Constructive notice
- Knowledge the law attributes to a person regardless of actual knowledge.
Frequently asked questions
From when is notice deemed?
From the date the charge was registered under section 77.
Does it cover buying shares in an asset?
Yes. It covers any share or interest in the charged property, assets or undertaking.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026