Deed Of Release Debenture Template for England and Wales

When your company has secured debt through a debenture, you'll eventually need to formally release that security once the debt is repaid or circumstances change. A Deed of Release Debenture is the legal document that formally discharges the security interest created by the original debenture, providing clear evidence that the lender (chargee) has released their claims over your company's assets.

When do you need this document?

You'll require a Deed of Release Debenture in several key situations. Most commonly, you'll need this document when your company has fully repaid the secured debt and wants to formally release the security to free up assets for future financing. You'll also need this deed when refinancing existing debt with a new lender, as the old security must be formally released before new security can be granted over the same assets. Additionally, you may need this document when restructuring your company's debt arrangements or when a lender agrees to release security as part of a commercial settlement, even if the debt hasn't been fully repaid.

Key legal considerations

The deed must clearly identify all parties involved, including the chargee (original lender), chargor (borrower), and any security trustee if applicable. You must ensure the document accurately references the original debenture being released, including its date, parties, and registration details. The release clause should be comprehensive, formally discharging all security interests, rights, and powers created by the original debenture. Consider whether the release is conditional upon certain events occurring, such as completion of refinancing arrangements. The deed should include a further assurance clause requiring parties to execute additional documents if needed to give full effect to the release. Pay particular attention to any assets that might be subject to multiple charges, ensuring the release doesn't inadvertently affect other security interests.

Legal requirements in England and Wales

Under the Companies Act 2006, you must register the satisfaction of charge with Companies House using Form MR04 within 21 days of the debt being satisfied or the charge being released. The deed must comply with the Law of Property (Miscellaneous Provisions) Act 1989, which requires deeds to be in writing, clearly expressed as deeds, and properly executed by all parties. Each party must sign in the presence of a witness who must also sign and provide their name and address. Company execution requires signatures from two directors, or one director and the company secretary, or under the company's common seal. The deed should be dated and include clear execution blocks for all parties. Once executed and registered, the release takes effect and the security interest is formally discharged, allowing the company to grant new security over the released assets to other lenders.