Bridging Loans for UK SPVs: The Security Package Beyond the First Charge

You are completing through a UK SPV. The title is clean and the funds look certain. Then the term sheet asks for a share charge, a debenture and a guarantee from the person who owns the vehicle.

That is standard. Many UK bridging loans to corporates sit on a company, often a newly formed special purpose vehicle with no accounts and no covenant. A first charge on the property is necessary. It is not the whole package.

If you want to draw in two to three weeks, you need to know what you will sign, what Companies House will file, and why a single-asset SPV is simpler to secure than a holding stack.

Why UK bridging loans to SPVs need more than a first charge

A first legal charge over the freehold or long leasehold is registered at HM Land Registry. That pins the bricks. It does not pin the company that holds them.

If the shares move, you can be left with a charge over an asset whose owner you no longer control. That is the hole a share charge is there to close.

We underwrite the asset and the exit, not a payslip. A newly formed SPV is acceptable when the package is complete and the exit is dated. That is how our UK bridging loans are written for corporates.

Share charges, debentures and UBO guarantees

Three instruments show up on almost every SPV term sheet.

• A share charge over 100% of the issued shares, with certificates held and a stock-transfer form signed in blank.
• An all-assets debenture, so rent, bank accounts and chattels are charged, not only the title.
• A corporate or personal guarantee from the ultimate beneficial owner when the SPV is a shell.

The share charge is how a lender can step into the company on default. The debenture catches assets the title plan never shows. The guarantee exists because a new SPV has no substance of its own.

Personal or corporate, it is a credit point, not a moral one. It ties the person who controls the sale or the refinance to a vehicle that, on day one, has none.

A HoldCo-PropCo stack, or an offshore parent, multiplies the same work. More charges, more opinions, more KYC. We cover the KYC, ATED and due-diligence timeline for offshore companies separately. Do not leave that stack to completion week.

Related: strategic bridge funding for a prime Hampstead property.

Companies House filings and the 21-day clock

Creating the charge is a completion-day act. Registering it is statutory.

You must register the charge at Companies House within 21 days beginning with the day after the charge is created. Miss that window and the security can be void against a liquidator, an administrator and creditors. That is company law, not a lender preference.

MR01 belongs on the same critical path as the Report on Title. An overseas UBO, wet-ink signing, the wrong company number: each burns days you do not have on a 28-day auction completion.

Put the filing into the lending process at term-sheet stage, not in the funds-flow email.

When a bridging loan is the right tool, and when it is not

Use it when the title can take a first charge, the SPV is simple enough to secure, and the exit is a dated sale, refinance or development exit. We can usually issue a term sheet within 24 hours, with drawdown typically in two to three weeks. Loan size £1M – £100M, LTV up to 75%, tenor 3–24 months: all indicative, subject to valuation and due diligence.

It is the wrong tool when the shares are already pledged, you cannot give a first charge, or the exit is a wish. Rolled-up interest on a short tenor is the price of speed. If a bank term loan will complete in time, take the term loan.

The main risk is not the rate. It is an incomplete package: a late MR01, a share class left out of the charge, a guarantee from the wrong person. That is how a two-week drawdown becomes a four-week argument.

Rikvin Capital is a direct private lender in Singapore and the UK, lending to high-net-worth individuals, SPVs and corporates. We are not a bank.