Deed of Release: security

Deed of Release of security given by a company, in the form of a Deed executed by the company which has granted the charge (chargor) and the beneficiary of the charge (chargee).  It is suitable where the chargor is a company incorporated in England and Wales.

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When do I use this document?

  • for the full release of a debenture or other charge granted by a company
  • for a company which is incorporated in England and Wales

What are the key features?

  • 8 clauses over 3 pages
  • in the form of a Deed to be executed by both chargor and chargee
  • wording for release of the charge and the property over which security has been granted
  • warranties from the chargor and chargee

What else do I need to know?

A company (the chargor) may have granted security for its obligations under a contract, and in particular a loan agreement.  The security could take the form of a charge over specific property of the chargor or a debenture constituting fixed charges and a floating charge over all of the chargor’s assets and undertaking.

Once the secured obligations have been discharged, the company has granted security (the chargor) should obtain a formal release of the security from the beneficiary of the security (the chargee).

When do I use this document?

  • for the sale and purchase of a company which is not part of a corporate group
  • for the sale of a company by a single seller
  • for a transaction where the acquisition is signed and completed simultaneously, with no closing conditions
  • when the consideration is paid in full in cash at completion

What are the key features?

  • full-form SPA with 22 clauses and 4 schedules over 33 pages
  • process for the sale and purchase of shares and completion deliverables
  • warranties from the seller relating to the target company
  • seller limitations from liability under the warranties
  • provision for indemnities for specific issues
  • restrictive covenants from the seller
  • tax covenant for pre-completion tax liabilities

What other documents are there?

For alternative forms of SPA for a standalone company, see:

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 02/09/2024

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