Reference

What actually happens when a floating charge crystallises

A floating charge is designed to let a business keep buying, selling and using the assets it covers without asking the lender's permission every time. Crystallisation is the moment that stops: the charge fixes onto whatever assets are actually there at that point, and the free hand to deal with them ends.

Recognition

Being told a floating charge has "crystallised" and not sure what actually changed

The word sounds abstract, but the practical effect is direct: the assets that were previously free to trade are now, in effect, locked in place for the lender's benefit at whatever level they stood at that moment.

Why it happens

The whole point of a floating charge is that it doesn't behave like this until it has to

A floating charge exists precisely so a business can keep operating normally, selling stock, collecting debts, spending cash, without needing the lender's sign-off on every transaction. That flexibility only makes sense while the company is trading normally. Crystallisation is the mechanism that switches it off once that stops being true.

What actually triggers it

Some triggers are automatic, others depend on the debenture

Why the trigger wording matters more than most businesses expect: an automatic crystallisation clause means the charge can fix the moment a covenant is breached, even before the lender has done anything visible. A business that assumes nothing has changed until it hears from the lender can be wrong about that, depending on exactly how its own debenture is drafted.

Where this fits

The mechanism behind the floating half of a debenture

This is the mechanism behind the floating-charge side of an all-assets debenture, and it's what finally settles the "fixed beats floating" question covered in charge priority explained: a floating charge only competes on fixed-charge terms once it has actually crystallised. See charges and insolvency for what happens next once that point is reached.

Decision helper

SituationCrystallisation statusNot this
Trading normally, no default, no insolvency eventThe charge is still floating; assets can be bought/sold freelyAssuming it has already crystallised because it's registered
Company enters liquidationAutomatically crystallised by operation of lawWaiting for separate lender action before treating it as fixed
Company enters administrationCrystallises only if the debenture names it as a trigger; check the actual clauseAssuming it crystallises automatically the same way liquidation does
A covenant breach with an automatic-crystallisation clauseCrystallises immediately on the breach, before any lender noticeAssuming nothing changes until the lender says so

Alternatives and limitations

What this page can and can't settle

The exact triggers and mechanics sit in the debenture itself, and drafting varies between lenders. If crystallisation might genuinely be in play, read the actual clause rather than relying on the general pattern above, or see charges and insolvency for what happens once a charge is enforced.

One point crystallisation does not change: in insolvency, a "floating charge" means a charge which, as created, was a floating charge (Insolvency Act 1986, section 251). So a charge that has crystallised is still treated as floating for the rules that depend on it, such as the prescribed part set aside for unsecured creditors.

Arranging finance around an existing charge?

If you're trying to raise or restructure finance and an existing floating charge is part of the picture, tell us what's in place and what you need.

Adam Parker

Adam Parker

Founder of Muswell Rose Consulting Ltd, which trades as Established Finance · former Managing Director of Penny, an invoice finance business, with 15+ years across mortgages, commercial finance and fintech lending.

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Common questions

Questions about this

What does it mean for a floating charge to crystallise?

It means the charge stops floating over a changing pool of assets and fixes onto whichever specific assets the company holds at that exact moment, in the same way a fixed charge would. From that point, the company can no longer deal freely with those assets without the lender's consent.

What triggers crystallisation?

Most commonly: the company going into liquidation (a recognised automatic trigger under general law), the lender appointing a receiver, or the company breaching a term the debenture specifically names as a crystallisation trigger, such as defaulting on repayments or entering administration. Beyond liquidation, the exact triggers are set out in the debenture itself, not fixed by general law.

Can a floating charge crystallise automatically, without anyone taking action?

Yes, if the debenture includes an automatic crystallisation clause tied to a specified event, the charge fixes the moment that event happens, with no need for the lender to take any separate step. Most standard debentures instead require the lender to take an active step, such as giving notice or appointing a receiver, so check the actual wording rather than assuming either way.