Debentures and floating charges in buy to let – busting the jargon

Charges, whether they are fixed or floating, are important because they determine the lender’s position in the queue for the net proceeds of a borrower’s assets in the event of a borrower’s insolvency.

The main difference between a fixed and a floating charge is that a lender has control of the assets subject to a fixed charge, whereas the borrower keeps control over the assets subject to a floating charge.

What is a fixed charge?

As all brokers will know, in the world of property investment a fixed charge is the mortgage on the property which has been identified as the security for the loan. Borrowers are not at liberty to dispose of assets subject to a fixed charge without the charge holder’s permission as set out in the mortgage contract.

What is a floating charge?

A floating charge is the security on an asset (or assets) that can change in value or quantity. For landlords and property developers operating through a limited company this might include cash, book debts, stock and fixtures and fittings.

The limited company can deal with floating charge assets during the normal course of business without obtaining the lender’s permission. This freedom only stops if the borrower defaults and a receiver or administrator is appointed, at which point the floating charge crystallises, i.e. it becomes fixed.

In the event of a default by the borrower (the limited company), floating charges rank behind preferential creditors, so are less popular with lenders than fixed charges.

What is a debenture?

A debenture is a written agreement between a lender and a borrower which sets out the fixed and floating charges and details the terms and conditions. It is filed at Companies House and prevents other parties getting security against the assets in question, unless a Deed of Priority is created. A Deed of Priority is created where more than one lender takes security over a company.

Debentures tend to be “all monies” which means they secure existing, present and future loan advances. This makes them popular with lenders and unpopular with borrowers.

Commercial lenders tend to use fixed and floating charge debentures as standard when lending to limited companies but the buy-to-let lenders don’t always, which is why it is important for brokers to understand each individual providers’ stance in order to find a deal that best suits the customer.