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
- Liquidation. A recognised automatic-crystallisation trigger under general law: the charge crystallises when the company goes into liquidation (on the winding-up resolution in a voluntary liquidation, or the winding-up order in a compulsory one), with no separate lender action needed.
- Administration. Commonly a crystallisation trigger too, but not automatically by general law in the same way as liquidation. It depends on whether the debenture's own drafting names it as one. Check the actual clause rather than assuming either way.
- Receivership. The lender appointing a receiver, or taking possession of the charged assets, crystallises the charge as part of that step.
- A specified event of default. Most debentures list their own triggers (missed payments, breach of a covenant, a change of control) that bring the charge to a crystallisation point under the contract itself, not general law.
- Automatic crystallisation clauses. Some debentures crystallise the charge the instant a listed event occurs, with no separate action needed from the lender. Others require the lender to take an active step (notice, or appointing a receiver) before crystallisation takes effect.
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
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.