Recognition
Two charges on the register, one asset, and no obvious answer for who's first
The Companies House register shows that charges exist and when they were registered. It doesn't rank them for you. Working out who actually gets paid first if the company can't meet all its secured debts takes a bit more than reading dates off a filing.
Why it happens
The general rule, and the exception that swallows it
As a general principle, charges rank in the order they were created and registered: first in time, first in right. But a duly registered fixed charge normally ranks ahead of an earlier duly registered floating charge over the same asset, even though the floating charge came first. The logic: a floating charge doesn't attach to any specific asset until it crystallises, so a later fixed charge can still take priority over a class of assets the floating charge hasn't pinned down yet.
The mistake to avoid: assuming an earlier registration date settles the question once a floating charge is involved. It settles it between two fixed charges, or two floating charges. Mix a fixed and a floating charge over the same asset and the answer usually flips.
Where this fits
Negative pledges exist specifically to block this outcome
A negative pledge clause in a floating charge prohibits the company from creating a later charge that would rank ahead of it, without the floating-charge holder's consent. If a later lender takes a fixed charge over the same asset with actual notice of that clause, the earlier floating charge keeps its priority despite the general fixed-beats-floating rule. Without notice, the later fixed charge still normally wins.
Specialist insight
"Actual notice" is doing a lot of work in that sentence
The negative pledge only reverses priority if the later chargee genuinely knew about it, not merely that they could have found out by searching the register. In practice, lenders taking new security typically check for existing charges and their terms first, partly because of this rule, but the legal test itself turns on actual knowledge, not constructive knowledge from a public filing that technically existed to be found.
Decision helper
What typically fits
Lenders taking new security commonly ask directly whether a negative pledge exists, and expect written consent from any existing charge holder before proceeding, rather than relying on priority working itself out later. If you're the business in the middle of that conversation, see borrowing with an existing debenture for what actually needs checking in the existing agreement.
Alternatives and limitations
Priority disputes between lenders, and what actually constitutes "actual notice" in a specific case, are genuinely fact-dependent legal questions. This page explains the general rules. It isn't a substitute for a solicitor reviewing the specific instruments involved.
