What is a floating charge?

Alex Beardsley
Alex Beardsley
Updated October 2026

A floating charge is a form of security a company can grant over a class of its assets that changes from day to day, such as stock, raw materials, cash and the debts owed to it, without stopping the company from using and replacing those assets in the ordinary course of business. The charge "floats" over whatever is in the class at any moment. On a defined event, such as a default or the appointment of an administrator, it crystallises: it fastens on the assets then in the class and becomes, from that moment, a fixed charge over them.

A fixed charge, by contrast, attaches to specific assets from the day it is created, and the company cannot sell or deal with those assets without the lender’s consent. Most lenders to a company take both at once, in a single document called a debenture: fixed charges over the assets that can be held still, a floating charge over the rest.

Fixed charge against floating charge

The test is control. Under a fixed charge the lender controls the asset: the company needs consent to sell it, and the proceeds of a sale go to the lender. Under a floating charge the company controls the assets until crystallisation: it sells stock, collects debts and spends the money as it trades. The label a document gives a charge does not settle which it is; the courts look at what the lender actually controls, which is why a charge over book debts counts as fixed only where the proceeds are paid into an account the lender controls.

Only a company or an LLP can grant a floating charge. An individual trading alone cannot, apart from a farmer’s agricultural charge under the Agricultural Credits Act 1928, which is one of the practical differences between lending to a limited company and lending to a sole trader.

Crystallisation

The debenture lists the events on which the floating charge crystallises: the company defaulting, the lender giving notice, an administrator or receiver being appointed, the company ceasing to trade or going into liquidation. From crystallisation the lender’s charge is fixed over the assets then in the class, and the company can no longer deal with them freely. Assets the company acquires afterwards may or may not be caught, depending on the wording.

Registration

Like any charge created by a company, a floating charge must be delivered to Companies House for registration within 21 days beginning with the day after its creation (Companies Act 2006, section 859A), and a charge not registered in time is void against a liquidator, an administrator and the company’s creditors (section 859H). The register shows whether a charge contains a floating charge and whether it contains a negative pledge, the covenant not to grant further security without consent, which is the line every later lender checks first.

What a floating charge is worth on insolvency

Less than a fixed charge over the same value, by law. Floating-charge realisations are applied first to the expenses of the administration or liquidation and to the preferential creditors, which since 1 December 2020 include HMRC for VAT and the taxes a company collects on behalf of others. Then a prescribed part is set aside for the unsecured creditors under section 176A of the Insolvency Act 1986: 50% of the first £10,000 of net floating-charge realisations and 20% of the remainder, capped at £800,000 for charges created on or after 6 April 2020. Only after that does the floating-charge holder receive the balance. A fixed-charge holder is paid from its own assets ahead of all of it.

That order is why a lender prices fixed security and floating security differently, why it takes fixed charges over everything it can, and why the holder of a qualifying floating charge, one covering the whole or substantially the whole of the company’s property, has the right to appoint an administrator out of court under paragraph 14 of Schedule B1 to the Insolvency Act 1986.

Where a floating charge appears in business finance

Inside the debenture a bank or term lender takes with a secured loan or an overdraft. Inside an asset-based lending facility, where the lender funds against stock and debts. And as the thing an invoice financier asks about first, because a bank’s existing floating charge over book debts has to be released or ranked behind the financier before invoices can be assigned to it. The debenture answer explains the whole document; the secured business loans page explains the forms of security.

We work with UK limited companies and LLPs only, for business and commercial purposes. Enquiring does not affect your credit score. If you apply to a lender, it runs its own credit search, which may be recorded on your file.

Frequently asked questions

Can a company have two floating charges?

Yes, ranking in order of creation unless the lenders agree otherwise in a deed of priority, and usually only with the earlier lender’s consent where its debenture contains a negative pledge.

Does a floating charge stop a company trading normally?

No. Until crystallisation the company buys, sells and collects as before. The covenants in the debenture set limits, for example on granting further security, but day-to-day trading is the point of the structure.

What is a negative pledge?

A covenant in the debenture under which the company promises not to create further charges over its assets without the lender’s consent. It is recorded on the Companies House register, and a later lender that takes a charge in breach of it risks ranking behind the first lender.

Is a floating charge the same as a personal guarantee?

No. A floating charge binds the company’s assets and is registered. A personal guarantee binds a director personally and is not registered. Lenders commonly take both.

Is CapExpand regulated?

CapExpand Ltd (FRN 1060885) is a credit broker and an Appointed Representative of White Rose Finance Group Limited (FRN 630772), which is directly authorised and regulated by the Financial Conduct Authority. We are a broker, not a lender. We work with UK limited companies and LLPs only, for business and commercial purposes. If you have a complaint, our complaints page explains how it is handled.

How is CapExpand paid?

We will receive commission from lenders. On some cases we also charge a fee, which we set out in writing and agree with you before you proceed.

Borrowing against the company

If a lender has asked for a debenture, the amount and the purpose are enough for us to check the case against lenders’ published criteria before anything is sent anywhere.

Check your options

CapExpand Ltd (FRN 1060885) is a credit broker and an Appointed Representative of White Rose Finance Group Limited (FRN 630772), which is directly authorised and regulated by the Financial Conduct Authority. We are a broker, not a lender. We work with UK limited companies and LLPs only, for business and commercial purposes. We do not provide financial advice.