Debenture
A debenture, in English-law corporate lending, is the security instrument by which a company charges its assets and undertaking in favour of a lender or security trustee. In bank practice the term usually refers to an all-assets security document that combines fixed and floating charges, rather than to an unsecured bond. Companies House charge forms expressly contemplate charges that secure a series of debentures (form MR03), confirming the term's place in UK company security filings.
How a debenture is used on PF and CRE desks
In project finance and commercial real estate facilities governed by English law, the debenture is often the core corporate security document inside the wider security package. It typically grants fixed charges over identified assets (land interests where charged in the same instrument or companion mortgage, shares, key contracts, insurance proceeds, and bank accounts) and a floating charge over the remaining undertaking. AFME's project-finance framing lists share pledges, direct security over assets and negative pledges among the standard collateral tools for lender control of the financed company. IFC project-finance material likewise places a mortgage over available land and fixed assets at the centre of a typical security package where cash-flow structures need enforceable collateral.
Syndicated deals usually appoint a security trustee as chargee so that the debenture secures all lenders under the intercreditor arrangements. A negative pledge in the facility agreement complements the debenture by restricting competing security.
Creation, perfection and ranking
Under UK company law, a charge is the security a company gives for a loan. Particulars of most charges created by a UK company must be delivered to Companies House within 21 days beginning the day after creation. Late registration generally requires a court order. Online registration of a charge created by an instrument uses form MR01; a charge securing a series of debentures uses MR03. A certified copy of the instrument is filed and appears on the public record. Failure to register on time can make the charge vulnerable in insolvency, impairing recovery.
Fixed charges attach immediately to specified assets and usually restrict disposal without lender consent. Floating charges cover fluctuating classes of assets and the general undertaking; they crystallise into fixed charges on defined events such as insolvency or enforcement. In enforcement and insolvency, fixed-charge realisations typically rank ahead of floating-charge realisations, subject to statutory priorities and expenses.
Scope and limits
A debenture secures payment and other secured obligations defined in the finance documents. It does not replace mortgages over real property where local formality requires a separate land charge, nor does it perfect every asset class in every jurisdiction of a cross-border group. Desks therefore map which assets sit under the English debenture and which require local law security, share pledges, or account control agreements elsewhere.