TRW & Co · Banking, Finance & Restructuring
Banking and Finance Lawyers in London
Banking and finance lawyers London companies, funds and lenders instruct structure and document the debt behind acquisitions, property, projects and growth. In 2026 that means choosing between bank and private credit, getting security registered on time, preparing for Basel 3.1 from January 2027, and building in the flexibility a borrower will need if trading tightens.
Key pointA charge not delivered to Companies House within 21 days of creation is void against a liquidator, administrator and creditors, and the secured debt becomes immediately payable, so registration is a closing-day task, not an afterthought.
At a glance
21-day registration rule
Section 859A Companies Act 2006 requires charges to be delivered to Companies House within 21 days, or they are void against office-holders and creditors.
Basel 3.1 from 2027
The PRA's January 2026 policy statement confirmed Basel 3.1 capital rules apply from 1 January 2027, which may affect bank lending pricing.
Identity verification now mandatory
Companies House identity verification for directors and people with significant control became mandatory from 18 November 2025.
Corporate lending mostly unregulated
Lending to companies is generally not an FSMA regulated activity, but lending to individuals and some small partnerships can be consumer credit.
LMA documents dominate
Most English law syndicated and many bilateral loans use Loan Market Association templates, with SONIA replacing LIBOR for sterling.
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What banking and finance lawyers London borrowers and lenders need
Banking and finance lawyers London companies, funds and lenders instruct structure, negotiate and document the debt that funds acquisitions, property, projects and working capital. The work covers the loan documents themselves, the security package behind them, and the regulatory, tax and insolvency rules that decide whether that security will actually protect the lender.
English law remains the dominant choice for international loan documentation, and London is a centre for both bank and non-bank lending. A facility agreement signed in London may fund a business in Manchester, Dhaka, Dubai or Singapore.
Finance becomes a legal question at three moments: when terms are being agreed, when the business needs flexibility (an amendment, waiver or refinancing), and when it is in difficulty. Getting the documents right at the first stage shapes the options available at the other two.
TRW & Co acts for borrowers, sponsors and lenders, including banks, private credit funds and family offices. Our specialist pages cover leveraged finance, private credit, real estate finance and project finance.
The legal and regulatory framework
Contract law and market standards
Most English law corporate lending is documented on templates published by the Loan Market Association (LMA), adapted for the deal. English contract law gives parties wide freedom, and the courts generally enforce sophisticated commercial lending terms as written. Our guide to LMA facility agreements explains the key clauses for borrowers.
Since the end of LIBOR, sterling loans typically reference SONIA, a backward-looking overnight rate compounded over the interest period. Older documents may still contain fallback language that needs checking on amendment.
Financial regulation
The Financial Services and Markets Act 2000 (FSMA) prohibits carrying on regulated activities without authorisation or exemption. Lending to companies is generally not a regulated activity, but lending to individuals, sole traders and some small partnerships can fall within consumer credit regulation, and secured lending to individuals against their home is regulated mortgage lending.
Banks are supervised by the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA). The PRA confirmed in January 2026 that Basel 3.1 capital rules will apply from 1 January 2027, which may affect how banks price some types of lending. The Financial Services and Markets Act 2023 is gradually replacing retained EU law with regulator rulebooks.
Security and registration
Security over a company's assets is usually taken by debenture, combining fixed charges, a floating charge and assignments. Under section 859A of the Companies Act 2006, a charge must be delivered to Companies House within 21 days beginning with the day after its creation. If it is not, section 859H makes the security void against a liquidator, administrator and creditors, and the secured money becomes immediately payable.
Charges over registered land must also be registered at HM Land Registry. Security over financial collateral, such as cash and shares, can benefit from the Financial Collateral Arrangements (No.2) Regulations 2003, which disapply certain formalities and insolvency rules. See our guide to taking security in England.
Insolvency law
The Insolvency Act 1986 determines how security and guarantees perform when a borrower fails. A holder of a qualifying floating charge can appoint an administrator out of court. Since 2020, section 233B restricts suppliers from terminating supply contracts because of a customer's insolvency, although financial services contracts are largely excluded. Part 26A of the Companies Act 2006 allows restructuring plans with cross-class cram down.
Scotland and Northern Ireland differ. Scots law has its own security rules (for example, standard securities over land and the requirement for assignations to be intimated), so lenders taking security over Scottish assets need Scots law advice. Northern Ireland has its own land registry and some differences in insolvency procedure.
| Security | Typical assets | Perfection steps | Watch point |
|---|---|---|---|
| Debenture (fixed and floating charges) | All assets of a company | Companies House within 21 days; Land Registry for land | Fixed charges over book debts need real lender control |
| Legal mortgage | Freehold and leasehold land | Companies House and HM Land Registry | Landlord consent for some leases |
| Share charge | Shares in subsidiaries or target | Companies House; deliver certificates and transfer forms | Articles must not restrict transfer on enforcement |
| Security assignment | Contracts, receivables, insurance | Companies House; notice to counterparty | Anti-assignment clauses in underlying contracts |
| Guarantee | Group companies, directors, parents | Signed in writing; corporate authority | Corporate benefit and guarantor protections |
| Financial collateral arrangement | Cash, securities, credit claims | Possession or control by the collateral taker | Control must be genuine to obtain the regime's benefits |
Key decisions for borrowers and lenders
Bank or private credit
Banks tend to offer lower margins, amortising debt and tighter covenants. Private credit funds may offer higher leverage, bullet repayment, payment-in-kind interest and faster execution, at a higher price. Many mid-market deals now compare both. Banking and finance lawyers London sponsors appoint should compare the full package, including covenants, prepayment fees and transfer restrictions, not just the margin.
Facility structure
Choices include term loans and revolving facilities, senior and junior or unitranche debt, holdco versus opco borrowing, and whether to include accordion or incremental capacity. Each affects intercreditor arrangements and how flexible the borrower will be later.
Covenants and flexibility
Financial covenants (leverage, interest cover, cashflow cover) and general undertakings restrict what the borrower can do. Equity cure rights, permitted baskets, and the definition of EBITDA often matter more than the headline ratios.
Sustainability features
Green loans fund eligible projects; sustainability-linked loans adjust the margin against performance targets. Both follow market principles published by the LMA and others. Our sustainable finance team advises on targets, reporting and greenwashing risk.
The margin is what everyone negotiates. The definitions, baskets and transfer clauses are what decide how much room the borrower has when trading gets difficult.
How a financing works: from term sheet to funding
- Term sheet. Agree headline terms: amount, tenor, pricing, fees, security, covenants, key undertakings and conditions. A detailed term sheet shortens documentation.
- Due diligence and KYC. Lenders review the borrower group, its assets, material contracts and any existing debt, and complete anti-money laundering and sanctions checks on the borrower, owners and directors.
- Documentation. Negotiate the facility agreement, intercreditor agreement where needed, security documents, fee letters and hedging.
- Conditions precedent. Assemble constitutional documents, board resolutions, legal opinions, financial statements, insurance and evidence that existing debt will be repaid and security released.
- Signing and funding. Sign, satisfy the remaining conditions and submit a utilisation request. Funds flow under an agreed funds-flow memorandum.
- Perfect security. File charges at Companies House within 21 days, register at HM Land Registry, and serve notices of assignment.
- Ongoing compliance. Deliver compliance certificates, test covenants, request consents and waivers early, and manage amendments as the business changes.
Documents and information to prepare
- Group structure chart, constitutional documents and register of people with significant control for each obligor.
- Recent audited accounts, management accounts and a financial model supporting covenant levels.
- Details of existing debt, security and guarantees, with payoff and release arrangements.
- Title documents and valuations for real estate, and schedules of material contracts and intellectual property.
- Board minutes approving the transaction and confirming corporate benefit for guarantors.
- Evidence that directors and people with significant control have completed Companies House identity verification, which became mandatory from 18 November 2025 under the Economic Crime and Corporate Transparency Act 2023.
- Insurance policies, with lender interests noted where required.
Diarise the 21-day Companies House deadline for every charge on the day of signing, not completion. Late registration requires a court order to extend time, and in the meantime the security is exposed if the borrower enters insolvency.
Risks and common mistakes
Missing the charge registration deadline
A charge not delivered to Companies House within 21 days is void against a liquidator, administrator and creditors, and the secured money becomes immediately payable. Lenders can apply to court to extend time, but the court may impose conditions protecting intervening creditors, and relief is unlikely if insolvency is imminent. Build registration into the closing checklist, assign responsibility clearly between borrower and lender counsel, and check the Companies House record afterwards to confirm the charge appears correctly.
A fixed charge that is really floating
Whether a charge is fixed or floating depends on substance, not the label. If the borrower is free to deal with charged assets, such as book debts paid into an unrestricted account, the courts will treat the charge as floating, following the House of Lords in Spectrum Plus. That matters because floating charge recoveries rank behind preferential creditors and are subject to the prescribed part. Lenders seeking fixed security over receivables need genuine control of the proceeds account.
Guarantees without corporate benefit
Directors of a guarantor must act in good faith to promote the success of their own company, not just the group. Upstream and cross-stream guarantees therefore need board minutes recording the benefit to the guarantor. Public companies remain subject to the prohibition on financial assistance for the acquisition of their own shares, and some guarantees can be challenged as transactions at an undervalue in insolvency. Personal guarantees from directors raise their own issues, covered in our guide to personal guarantees.
Ignoring transfer and voting provisions
Borrowers often focus on pricing and overlook who can buy their debt. Without restrictions on transfers to competitors or distressed investors, a borrower in difficulty may find itself negotiating with lenders whose interests differ from those of the original bank. Equally, lenders should check majority and unanimous voting thresholds, because a small holder may be able to block an amendment. Review these clauses with the long term in mind, not just the closing date.
Sanctions and enforcement surprises
UK financial sanctions, administered by the Office of Financial Sanctions Implementation, can freeze funds or prohibit payments if an obligor or owner becomes designated. Loan documents should include sanctions representations and undertakings that work under UK, EU and US regimes as relevant. Enforcement can also have regulatory consequences: taking control of shares in a company in a sensitive sector can trigger a mandatory filing under the National Security and Investment Act 2021, so plan enforcement steps in advance.
Tax, hedging and other deal-critical issues
Several technical points can change the economics of a loan late in a deal. Banking and finance lawyers London lenders and borrowers instruct should raise them at term sheet stage.
Withholding tax on interest
UK companies paying yearly interest are, in principle, required to deduct income tax at the basic rate unless an exemption applies. Common exemptions include payments to UK banks and UK-resident companies, the quoted Eurobond exemption, and the qualifying private placement exemption. Overseas lenders often rely on double tax treaties, frequently through HMRC's Double Taxation Treaty Passport scheme. The facility agreement's tax gross-up and "qualifying lender" provisions decide who bears the cost if relief is not available.
Interest deductibility
For borrowers, the corporate interest restriction and transfer pricing rules can limit tax deductions for interest, particularly in highly leveraged or intra-group structures. Model the after-tax cost of the debt before agreeing leverage levels.
Hedging
Floating-rate loans are often hedged with interest rate swaps documented on ISDA terms. Hedge counterparties usually share in the security package, and the intercreditor agreement sets how their claims rank against the lenders, when close-out amounts are paid, and whether hedging can be terminated on enforcement.
Agency and security trustee roles
In syndicated deals, a facility agent administers the loan and a security agent or trustee holds security for all secured parties. Their duties are deliberately limited by contract, so lenders should not assume the agent will monitor the borrower on their behalf.
When a borrower gets into difficulty
Early engagement usually produces better outcomes for both sides, and experienced banking and finance lawyers London borrowers bring in early can often preserve options that disappear once a default is called. Most facility agreements give lenders information rights and defaults that can be used to start a conversation before a payment is missed.
Options range from covenant waivers and amend-and-extend deals to new money from sponsors, debt-for-equity swaps, and formal processes such as administration, a company voluntary arrangement or a Part 26A restructuring plan. The right route depends on the capital structure, the intercreditor arrangements and the value of the business as a going concern.
Banking and finance lawyers London lenders instruct in distress need to understand insolvency law as well as loan documents. Our restructuring and insolvency team works alongside the finance team on these situations.
Cross-border finance: Bangladesh, the Gulf, Asia and the EU
Many of the financings we see cross borders, and banking and finance lawyers London borrowers choose must coordinate several legal systems at once.
Bangladesh. Foreign currency borrowing by Bangladeshi companies is subject to Bangladesh Bank foreign exchange regulation and, in many cases, prior approval. English law facility agreements with London courts or arbitration are common, but security over Bangladeshi assets must be taken and registered under Bangladeshi law. Our Dhaka office handles local approvals and security, and our London team handles the English law documents.
The Gulf and Islamic finance. Gulf banks and investors are active in London real estate and corporate finance, often using Sharia-compliant structures such as murabaha and ijara documented under English law. Our Islamic finance team and our guide to sukuk and Sharia-compliant structures explain how these work.
Singapore and China. Asian banks lend into the UK and fund Asian businesses under English law documents. Choice of law, jurisdiction, and the enforceability of English judgments or awards in the relevant country should be considered at the outset.
The EU. Since the Hague Judgments Convention 2019 came into force for the UK on 1 July 2025, recognition of English judgments in EU member states is easier for newer proceedings, but security over EU assets must still be taken under local law.
How TRW & Co helps
Our banking and finance lawyers London team acts on both sides of the table. Where advocacy in the higher courts is required in finance disputes, we instruct specialist counsel.
Corporate lending
Bilateral and syndicated facilities, revolving credit and term loans for borrowers and lenders, using LMA-based documentation adapted to the deal.
Acquisition and leveraged finance
Senior, unitranche and mezzanine debt for buyouts and acquisitions, intercreditor arrangements and certain funds requirements.
Real estate and asset finance
Investment and development loans secured on UK property, and financings of aircraft, vessels and equipment.
Private credit and alternative lenders
Direct lending, NAV and fund finance, and bespoke structures for credit funds, family offices and borrowers.
Security and regulatory
Security packages across the UK and abroad, Companies House and Land Registry perfection, and analysis of FSMA and consumer credit issues.
Restructuring and disputes
Amendments, waivers, refinancings and formal restructurings, and banking and financial disputes when deals go wrong.
View all our practice areas or contact the London office at Holborn Gate, 330 High Holborn, London WC1V 7QH.
Checklist for finance directors and credit committees
- Compare bank and private credit offers on covenants, fees and transfer restrictions, not just margin.
- Agree a detailed term sheet before documentation starts.
- Confirm directors and people with significant control have completed Companies House identity verification.
- Record corporate benefit for every guarantor in board minutes.
- Register every charge at Companies House within 21 days, and at HM Land Registry where relevant.
- Check anti-assignment clauses in contracts you intend to secure.
- Review sanctions, anti-money laundering and NSIA implications for enforcement.
- Take local law advice for assets in Scotland, Bangladesh or other jurisdictions.
- Engage lenders early if covenant headroom is tightening.
Speak to banking and finance lawyers London based with an international network before you sign a term sheet. We can review the proposed terms and highlight what to negotiate.
Frequently asked questions
01Do lenders to UK companies need FCA authorisation?
Generally not. Lending to companies is not usually a regulated activity under the Financial Services and Markets Act 2000. However, lending to individuals, sole traders and some small partnerships can fall within consumer credit regulation, and lending secured on an individual's home can be regulated mortgage lending. Other activities around a loan, such as arranging, advising or debt collection, can also be regulated in some cases. A lender entering the UK market should check its proposed activities before launching a product.
02What happens if a charge is not registered at Companies House on time?
If a charge is not delivered for registration within 21 days beginning with the day after it was created, it becomes void against a liquidator, an administrator and creditors of the company, and the money it secured becomes immediately payable. The lender can apply to court to extend the registration period, but the court may impose conditions to protect other creditors, and relief is unlikely where insolvency is imminent. Registration should therefore be handled on or immediately after signing.
03Should we borrow from a bank or a private credit fund?
It depends on what you need. Banks usually offer lower pricing but may require amortisation, tighter covenants and more conservative leverage. Private credit funds can offer higher leverage, bullet repayments and quicker execution, but at a higher cost and sometimes with more restrictive call protection. Compare the whole package, including financial covenants, permitted baskets, prepayment fees, and who the lender can transfer the loan to. Many borrowers run a competitive process that includes both.
04How does Basel 3.1 affect borrowers?
Basel 3.1 changes how UK banks calculate capital for different exposures. The PRA confirmed in its January 2026 policy statement that the rules will apply from 1 January 2027. For borrowers, the practical effect may be changes to pricing or appetite for some types of lending, depending on how each bank's capital requirements change. Facility agreements often contain increased costs clauses that let banks pass on certain regulatory costs, so borrowers should review those clauses carefully.
05Can a UK lender take security over assets in Bangladesh?
Yes, but the security must generally be created and perfected under Bangladeshi law, and foreign currency borrowing by Bangladeshi companies is subject to Bangladesh Bank regulation and often prior approval. A common structure combines an English law facility agreement, with London courts or arbitration, and local law security registered in Bangladesh. TRW & Co's Dhaka and London offices work together on these structures and on enforcement if the borrower defaults.
06What is a Part 26A restructuring plan?
It is a court-supervised procedure under Part 26A of the Companies Act 2006 that lets a company in financial difficulty propose a compromise with its creditors or members. Unlike a scheme of arrangement, a restructuring plan can bind dissenting classes through cross-class cram down if the court is satisfied that they would be no worse off than in the relevant alternative and that at least one in-the-money class has approved it. It is now an important tool in larger restructurings.
07What should a borrower check before signing a facility agreement?
Beyond pricing, check the financial covenant definitions, especially EBITDA, the equity cure rights, permitted baskets for acquisitions, disposals and distributions, the events of default and any material adverse change clause, the increased costs and tax gross-up provisions, prepayment fees, and transfer restrictions. Make sure the conditions precedent are achievable on time, and confirm that the security package does not breach restrictions in your leases or commercial contracts.
Sources and official materials
- Companies Act 2006, section 859A — Registration of charges created by a company
- Financial Collateral Arrangements (No.2) Regulations 2003 — Security over cash and financial instruments
- PS1/26 Implementation of Basel 3.1: Final rules — PRA final Basel 3.1 rules and timing
- Financial Services and Markets Act 2000 — UK framework for regulated activities
- Insolvency Act 1986, section 233B — Restrictions on insolvency termination clauses
- Loan Market Association — Market-standard loan documentation
- Companies House — Charge registration and identity verification
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.