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GLOSSARY

Debenture definition

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/dɪˈbɛntʃə/

Published by a LexisNexis Pensions expert

What does Debenture mean?

In the UK this is a bond secured by a prior claim on the assets of the issuer or, in some circumstances, by specific assets of the issuer. A debenture holder is entitled to appoint a receiver if necessary.

Pensions

In the UK this is a bond secured by a prior claim on the assets of the issuer or, in some circumstances, by specific assets of the issuer. A debenture holder is entitled to appoint a receiver if necessary.

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View the related checklists about Debenture

Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist

Limited liability partnerships—application of Companies Act 2006 to LLPs—checklist The majority of law applicable to limited liability partnerships (LLPs) is actually modified company law rather than partnership law. The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (2009 Regulations) apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications, to LLPs. The 2009 Regulations also apply Parts 1, 2, 3 and 5 of the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974 to LLPs. The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations) apply parts of CA 2006 in relation to accounts and audit to LLPs with appropriate modifications. This Checklist sets out those provisions of CA 2006 that are applied to LLPs pursuant to these regulations. Companies Act 2006 (CA 2006), section Statutory instrument applying CA 2006 provision Subject Part 2—Company formation CA 2006, s 12A 2009 Regulations, SI 2009/1804, reg 3A (link accessible within SI 2009/1804, reg 4) (inserted by SI 2016/340, reg 5 and SI...

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The Companies (Cross-Border Mergers) Regulations 2007—timetable [Archived]

The Companies (Cross-Border Mergers) Regulations 2007—timetable [Archived] NOTE: This archived timetable summarises the typical timetable for a merger under The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/297 before the regulations were revoked at the end of the Brexit implementation period. Background The European regime governing mergers between companies in different member states of the EEA derives from Directive 2005/56/EC, the Directive on Cross-Border Mergers of Limited Liability Companies (Directive). The UK implemented the Directive via The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974, as amended by SI 2008/583, SI 2011/1606 and SI 2015/180 (Cross-Border Mergers Regulations). As well as a framework for mergers, the Cross-Border Merger Regulations govern employee participation arrangements (see Employee participation arrangements below). The City Code on Takeovers and Mergers (Code) will apply in the normal way to the extent that at least one of the companies involved in the merger is covered by the scope of the Code. The Takeover Panel (Panel) has published a practice statement providing guidance on the application of the Code to...

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View the related practice notes about Debenture

Key features of debentures

Debentures are used in many types of financing where it is desirable to take security over all of the assets of a particular entity. They are a form of umbrella document, incorporating many types of security over a broad range of assets.What is a debenture and when do you use one?What is a debenture?In the context of secured lending, the term 'debenture' means a form of security agreement that grants security interests over a broad range of the security provider's assets as collateral for either the security provider's own obligations or the obligations of a third party.The term 'debenture' can also refer to a document that either creates or acknowledges a debt.This Practice Note deals with debentures as a form of security in the context of secured lending. In particular, it considers:•the formalities required for a debenture•the legal principles to be considered•the fixed security normally secured in a debenture•the floating security under a debenture•perfecting the security, and•enforcing debentures and floating chargesWhen do you use one?Debentures are used where the lender...

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Enforcement—debentures and floating charges

What is a debenture?In the context of secured lending, the term 'debenture' means a form of security agreement that grants security interests over a broad range of the security provider's assets as collateral for either the security provider's own obligations or the obligations of a third party.Debentures typically include:•fixed security over specific assets, ie:◦mortgages (including assignments by way of security)◦fixed charges, and•a floating charge over all of the other assets of the security provider (ie all the assets that are not covered by the fixed security)For more information on debentures and their formalities, see Practice Note: Key features of debentures.In the event that a company cannot meet its obligations under a loan agreement or other financial arrangement, lenders will need to consider the options available to them to recoup their losses. One option is to enforce their security.Subject to the security having been duly registered at Companies House and at any relevant specialist registry, a secured lender can enforce its security in a number of ways depending upon the nature...

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Records retention schedule

Records retention schedule 1 Introduction 1.1 This Record retention schedule accompanies and is incorporated into [insert organisation’s name]’s Records management policy. It sets out the time periods that different types of Business Records (as defined in the Records management policy) must be retained for business and legal purposes. [You do need not read the entire retention schedule, but rather should focus on the types of records relevant to your role.] 1.2 The retention periods in the schedule are based on business needs and legal requirements, including our obligation under data protection law not to keep personal data for longer than is necessary. Once a retention period has expired the data or record should be reviewed and destroyed if it is no longer needed. 1.3 If you maintain any types of records that are not listed in this schedule, and it is not clear from the existing record types in this schedule what retention period should apply, please contact [insert who, eg the Data Protection Officer]...

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Special administration—witness statement in support of application for special administration

Special administration—witness statement in support of application for special administration Applicant [NAME OF WITNESS] First Witness Statement Date: [] Exhibit [XX1] Court Reference No: [INSERT COURT REF. NUMBER] [ IN THE HIGH COURT OF JUSTICE] BUSINESS AND PROPERTY COURTS [OF ENGLAND AND WALES] [IN [INSERT LOCATION]] [COMPANY & INSOLVENCY LIST (ChD)] OR [IN THE COUNTY COURT AT [INSERT LOCATION]] [BUSINESS AND PROPERTY COURTS LIST] OR [IN THE HIGH COURT OF JUSTICE] [CHANCERY DIVISION] OR IN THE MATTER OF [INVESTMENT BANK NAME] AND IN THE MATTER OF THE INVESTMENT BANK SPECIAL ADMINISTRATION REGULATIONS 2011 AND IN THE MATTER OF THE INSOLVENCY ACT 1986 _________________________________________ WITNESS STATEMENT OF [WITNESS NAME] ___________________________________________ I, [witness name], director [and chairperson] of [investment bank name] of [investment bank address] WILL SAY AS FOLLOWS: 1 I am [a director and] [the chairperson] of [investment bank address] with company number [company number] (the Company). The Company is a wholly-owned subsidiary of [insert details], a company incorporated in [location]. It is in...

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Dive into our 39 Precedents related to Debenture

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There was a mistake in a debenture that was filed at Companies House, do I need to register the amendment and send another copy to Companies House?

There was a mistake in a debenture that was filed at Companies House, do I need to register the amendment and send another copy to Companies House? Introduction When amending a debenture that creates registrable security interests under the Companies Act 2006 (the CA 2006), it is necessary to consider the nature of the amendment (in particular, whether it creates a new charge) and whether that falls into one of the categories of a registrable amendment. In any event, however, the company must keep copies of the instruments effecting any amendments available for public inspection. In the context of secured lending and for the purpose of this Q&A, the term 'debenture' refers to an agreement that grants security interests over assets provided as collateral for either that party’s own obligations or the obligations of a third party. Note that the term 'debenture' can also refer to a document that either creates or acknowledges a debt. A debenture creates security interests such as mortgages and fixed and...

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Is it possible to register a release of security at Companies House, where a charge has been granted in favour of two chargees in the same document and one chargee is being released?

Is it possible to register a release of security at Companies House, where a charge has been granted in favour of two chargees in the same document and one chargee is being released? For general information on releasing security, see Practice Note: Releasing security and Precedent: Deed of release: for a debenture or mortgage—single company security provider—full or partial release which may be useful for your purposes. It is important to note that release of security is effected by a release document, not by the registration of any release at Companies House. Note in particular the section in the above Practice Note entitled: Security registered at Companies House. This states: ‘There is no statutory requirement for a chargor to notify Companies House that it has either fully or partially satisfied a debt or had its security released. However, such notification will be in the best interests of the chargor so that any potential investors and lenders are aware that the debt has been satisfied and its...

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Corporate Crime weekly highlights—30 November 2023

This week's edition of Corporate Crime weekly highlights includes analysis of a recent Supreme Court case which found administrators and liquidators are not officers of the company cannot be personally liable for the criminal offence of failing to give to the Secretary of State notice of proposed redundancies and of how the Economic Crime and Corporate Transparency Act 2023 will reform the role and powers of the Registrar of Companies. Also included is news of an update from Entain plc on the Deferred Prosecution Agreement (DPA) it reached with the Crown Prosecution Service (CPS), of the Office of Financial Sanctions Implementation’s (OFSI’s) successful defence of a legal challenge to their licensing decision-making under the UK’s financial sanctions licensing regime and of the latest prosecution news from the Serious Fraud Office. All this, and more, in this week’s Corporate Crime highlights.

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Banking and Finance weekly highlights—7 September 2023

This week's edition of Banking and Finance weekly highlights includes: (1) our cases round-up from July/August 2023; (2) updated Companies House guidance on registering an overseas entity and its beneficial owners; and (3) ICMA publishes new guidance on blue-themed bonds.

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