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Deed of Release Template — Debenture / Mortgage / Charge — Ireland
Discharging a Debenture, Mortgage or Legal Charge in Ireland? Our free Deed of Release template is drafted under LCLRA 2009 ss.64-65 and the Companies Act 2014, with the mandatory CRO Form C6 21-day filing undertaking built in. The free version covers the full release wording, release of subject matter, and execution as a deed; Expert unlocks partial release, reconveyance of legal title, continuing security carve-outs (clawback protection for banks), syndicate consent for multi-lender arrangements, authority warranties and stamp duty positioning.
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DEED OF RELEASE — DEBENTURE
Discharge Of Security — Ireland
RELEASOR
Bank of Ireland (Group) PLC
40 Mespil Road, Dublin 4, D04 C2N4
CRO 593672
CRO 593672
By: Sinéad Murphy, Senior Relationship Manager
RELEASED PARTY
Riverstone Marketing Limited
22 Earlsfort Terrace, Dublin 2, D02 R294
CRO 612345
CRO 612345
Debenture dated 1 May 2024
CRO Charge 20245567890
This Deed of Release (the "Deed") is made between the Releasor and the Released Party in respect of the discharge of the Debenture dated 1 May 2024 originally granted by the Released Party (a company incorporated in Ireland) in favour of the Releasor in connection with Facility Letter dated 1 May 2024 / ref BOI-RIV-2024-0421 — Working capital RCF of €350,000 (the "Original Security").
This Deed is executed as a deed under sections 64-65 of the Land and Conveyancing Law Reform Act 2009 (individuals) or section 43 of the Companies Act 2014 (companies) and is intended to take effect on the date of execution.
1.
DEFINITIONS AND RECITALS
"Original Security" means the Debenture dated 1 May 2024 between the Releasor and the Released Party (CRO Charge Code 20245567890) securing the obligations of the Released Party under Facility Letter dated 1 May 2024 / ref BOI-RIV-2024-0421 — Working capital RCF of €350,000. The Released Party has satisfied all secured obligations and has requested that the Releasor release the Original Security. The Releasor agrees to do so on the terms of this Deed.
2.
SUBJECT MATTER
The Original Security charged the following property, undertaking and assets:
All the property, undertaking and assets of the Released Party comprised in the Debenture dated 1 May 2024, including (without limitation): (a) all book debts of the Released Party; (b) all plant, machinery and equipment of the Released Party; (c) all intellectual property registered or used by the Released Party; (d) all shares held by the Released Party in any subsidiary; (e) the goodwill of the Released Party's business.
All the property, undertaking and assets of the Released Party comprised in the Debenture dated 1 May 2024, including (without limitation): (a) all book debts of the Released Party; (b) all plant, machinery and equipment of the Released Party; (c) all intellectual property registered or used by the Released Party; (d) all shares held by the Released Party in any subsidiary; (e) the goodwill of the Released Party's business.
3.
RELEASE AND DISCHARGE
The Releasor hereby RELEASES, DISCHARGES and RECONVEYS to the Released Party all and any property, undertaking and assets the subject of the Original Security, and absolutely surrenders all rights, powers, remedies and security interests granted to the Releasor under that security. The Releasor confirms that the Released Party is, with effect from the date of this Deed, fully and irrevocably released from all obligations under the Original Security.
4.
CONTINUING SECURITY CARVE-OUTS
Contingent obligations: Notwithstanding the release effected by this Deed, the Released Party acknowledges that any contingent or unquantified obligations of the Released Party to the Releasor (including without limitation guarantees of group debt, contingent VAT obligations, undischarged interest accruals, and any obligation arising from an event before the date of this Deed) remain enforceable, although unsecured.
Clawback reinstatement: If any payment made by the Released Party to the Releasor in the 24 months prior to the date of this Deed is subsequently avoided, clawed-back, set aside or refunded under sections 604, 605 or 607 of the Companies Act 2014, the security released by this Deed shall be automatically reinstated as between the parties as if this Deed had not been executed (without prejudice to any subsequent third-party security interests recorded in the meantime).
Clawback reinstatement: If any payment made by the Released Party to the Releasor in the 24 months prior to the date of this Deed is subsequently avoided, clawed-back, set aside or refunded under sections 604, 605 or 607 of the Companies Act 2014, the security released by this Deed shall be automatically reinstated as between the parties as if this Deed had not been executed (without prejudice to any subsequent third-party security interests recorded in the meantime).
5.
RELEASOR'S AUTHORITY WARRANTY
The Releasor warrants to the Released Party that: (a) the Releasor has full power and authority to execute this Deed and to release the Original Security; (b) this Deed has been duly authorised and executed by an authorised signatory; (c) the Releasor has not assigned, transferred, sub-participated or otherwise dealt with the Original Security; (d) no security trustee, syndicate agent or other person holds the Original Security on behalf of any third party; (e) no third party has any subsisting interest in or over the Original Security.
Solvency confirmation: The Releasor confirms that, as at the date of this Deed, the Releasor is solvent within the meaning of section 570 of the Companies Act 2014 and is not subject to any examinership proceedings under Part 10 of the Companies Act 2014, any liquidation (compulsory or voluntary), receivership, administration, or scheme of arrangement, and is not party to any application for an arrangement under Part 9 of the Companies Act 2014.
Solvency confirmation: The Releasor confirms that, as at the date of this Deed, the Releasor is solvent within the meaning of section 570 of the Companies Act 2014 and is not subject to any examinership proceedings under Part 10 of the Companies Act 2014, any liquidation (compulsory or voluntary), receivership, administration, or scheme of arrangement, and is not party to any application for an arrangement under Part 9 of the Companies Act 2014.
6.
CRO FORM C6 FILING UNDERTAKING
the Releasor shall, within 21 days of the date of this Deed, file CRO Form C6 (Notification of Satisfaction) in respect of the Original Security in accordance with section 413 of the Companies Act 2014. Failure to file Form C6 within the 21-day window does not invalidate the release but leaves the charge appearing on the CRO register, which causes due-diligence issues in any subsequent transaction.
7.
STAMP DUTY POSITION
The parties confirm that this Deed of Release is not a chargeable instrument under the Stamp Duties Consolidation Act 1999 — the release of a mortgage, charge or debenture by the chargee in favour of the chargor does not attract substantive stamp duty.
Filing undertaking: The Released Party shall present this Deed to Revenue's eStamping system for adjudication and assessment if and only if required by Tailte Éireann for the purposes of registering the discharge against the affected folio. The Released Party shall bear any adjudication fee or filing fee charged by Tailte Éireann; the Releasor shall co-operate by signing any Form 57 or other discharge notice required to be lodged.
Filing undertaking: The Released Party shall present this Deed to Revenue's eStamping system for adjudication and assessment if and only if required by Tailte Éireann for the purposes of registering the discharge against the affected folio. The Released Party shall bear any adjudication fee or filing fee charged by Tailte Éireann; the Releasor shall co-operate by signing any Form 57 or other discharge notice required to be lodged.
8.
GENERAL PROVISIONS
Counterparts: this Deed may be executed in counterparts, each of which when delivered is an original and all together constitute one Deed.
Notices: any notice shall be in writing, served by hand, registered post or email with read receipt to the addresses given above.
Severability: the invalidity of any provision does not affect the remaining provisions.
Further assurance: the Releasor shall, at the Released Party's reasonable request and expense, execute any further documents and take any further steps necessary to give full effect to the release.
Limitation: the parties acknowledge the 12-year limitation period for deeds under section 11 of the Statute of Limitations 1957.
Notices: any notice shall be in writing, served by hand, registered post or email with read receipt to the addresses given above.
Severability: the invalidity of any provision does not affect the remaining provisions.
Further assurance: the Releasor shall, at the Released Party's reasonable request and expense, execute any further documents and take any further steps necessary to give full effect to the release.
Limitation: the parties acknowledge the 12-year limitation period for deeds under section 11 of the Statute of Limitations 1957.
9.
GOVERNING LAW AND JURISDICTION
This Deed is governed by the laws of Ireland and is executed as a deed under section 43 of the Companies Act 2014 (where any party is a body corporate) or sections 64-65 of the Land and Conveyancing Law Reform Act 2009 (where any party is an individual). The courts of Ireland have exclusive jurisdiction over any dispute.
EXECUTED AS A DEED at Dublin on 10 June 2026.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
RELEASOR
Sinéad Murphy
Senior Relationship Manager
Bank of Ireland (Group) PLC
Date: ____________________
RELEASED PARTY
Riverstone Marketing Limited
Date: ____________________
WITNESS
Eoin Gallagher BL
22 Earlsfort Terrace, Dublin 2, D02 R294
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is a Deed of Release?
A Deed of Release is the document by which a lender or chargee formally releases the borrower or chargor from a charge, mortgage or security interest. It is the contractual counterpart to the underlying security (Debenture, Mortgage, Legal Charge, Bill of Sale or Pledge) and is required whenever the secured obligations have been paid off, refinanced, or otherwise discharged.
In Ireland, the release of a registered company charge must be filed at the Companies Registration Office (CRO) using <strong>Form C6 (Notification of Satisfaction)</strong> within <strong>21 days</strong> of the release under section 413 of the Companies Act 2014. Failure to file does not invalidate the release, but leaves the charge appearing on the CRO register — which causes due-diligence issues for any future financing, sale or transaction involving the company. For registered land, a parallel discharge is required at Tailte Éireann (the merged Property Registration Authority and Ordnance Survey body).
Properly drafted, a Deed of Release deals not just with the immediate discharge but with the bank's protection against future clawback (preference / fraudulent preference under Companies Act 2014 ss.604-607), the borrower's need for reconveyance of legal title (where the security charged the title rather than just creating a charge), and any retained security in partial-release situations.
What's Covered in This Template
The Deed of Release template covers the core discharge architecture, with the Expert tier unlocking the institutional protections needed for syndicated facilities, registered title and bank clawback risk.
Releasor (Lender / Bank)
Identification with CRO and signatory.
Released Party (Borrower / Chargor)
Company, individual or partnership.
Original Security Reference
Type (Debenture / Charge / Mortgage / Bill of Sale / Pledge), date, CRO charge code, Tailte Éireann dealing.
Subject Matter
Property, undertaking and assets being released.
Release Wording
Express release, discharge, surrender and reconveyance.
Execution as Deed (LCLRA 2009)
Witness, place, date — deed validity requirements.
CRO Form C6 Filing Undertaking
21-day mandatory filing under Companies Act 2014 s.413.
Tailte Éireann Dealing Notice
For mortgages on registered land — discharge against folio.
Partial Release (Expert)
Discharge of specific assets with reservation of remaining security.
Reconveyance of Legal Title (Expert)
Re-vesting wording for property and book debts; Form 57 mechanic.
Continuing Security Carve-outs (Expert)
Clawback reinstatement under Companies Act 2014 ss.604-607 + Bankruptcy Act 1988.
Authority Warranty (Expert)
Releasor confirms authority, no prior assignment, no third-party interest, solvency.
Third-Party / Syndicate Consent (Expert)
For security held by a security trustee in a multi-lender structure.
Stamp Duty Note (Expert)
Position under SDCA 1999 + Revenue eStamping undertaking.
How to Create a Deed of Release
Build a clean release in minutes — then add the Expert protections for institutional-grade discharge.
- 1
Identify the Releasor and the Released Party
Lender / bank + borrower / chargor with addresses, CRO numbers and signatory.
- 2
Reference the Original Security
Type, date, CRO charge code, Tailte Éireann dealing number, underlying facility.
- 3
Describe the Subject Matter
Property, undertaking and assets comprised in the original security.
- 4
Write the Release Wording
Express release, discharge, surrender and reconveyance.
- 5
Set CRO Form C6 Filing Responsibility
Typically the Releasor (bank) or the Released Party (borrower) or joint.
- 6
Add Witness and Execution Details
Independent witness, execution place and date.
- 7
Add Partial Release Wording (Expert)
For discharge of specific assets only with reservation of remaining security.
- 8
Add Reconveyance (Expert)
Where the security charged legal title — Form 57 mechanic for Tailte Éireann.
- 9
Add Continuing Carve-outs (Expert)
Clawback reinstatement protection for the bank.
- 10
Add Authority Warranty + Syndicate Consent (Expert)
For institutional-grade releases and multi-lender structures.
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Legal Considerations in Ireland
Irish security release practice is governed by a combination of Companies Act 2014, LCLRA 2009 (for deed execution), the Stamp Duties Consolidation Act 1999, and Tailte Éireann practice direction.
This template is for information only and is not legal advice. Improper release of security can leave the borrower unable to deal with property or the lender exposed to clawback risk; engage Irish solicitors for any institutional or syndicated facility release.
Drafted for LCLRA 2009 + Companies Act 2014 s.413
Companies Act 2014 s.413 — CRO Form C6 21-Day Filing
Section 413 of the Companies Act 2014 requires that, where a registered company charge is satisfied (in whole or in part), Form C6 (Notification of Satisfaction) must be filed at the CRO within 21 days. The CRO does not extend this deadline. Failure to file does not invalidate the release but leaves the original charge appearing on the CRO register — creating due-diligence problems for the Released Party in any future financing, sale or restructuring. Banks typically file Form C6 as a matter of internal post-completion process.
LCLRA 2009 ss.64-65 — Deed Execution
Where the Releasor or the Released Party is an individual, the Deed must be executed under sections 64 (attestation) and 65 (delivery) of the Land and Conveyancing Law Reform Act 2009. An independent witness must attest the signature. Where the Releasor is a body corporate, section 43 of the Companies Act 2014 governs execution (two directors, a director and the company secretary, or a single director with witness). Defective execution makes the Deed voidable and unenforceable.
Tailte Éireann Discharge of Mortgage on Registered Land
For mortgages or charges over registered land (folios in the Land Registry), discharge requires a separate dealing notice to Tailte Éireann (the merged Property Registration Authority and Ordnance Survey body). Form 57 (Application to Cancel an Entry on the Register) is the standard discharge document. The Released Party typically files Form 57 with Tailte Éireann together with the Releasor's executed discharge documents.
Clawback Risk (Companies Act 2014 ss.604-607)
A payment made by the Released Party to the Releasor in the 12 months (or 24 months for connected parties) before the Released Party's liquidation can be clawed back as a preference under section 604 (and related provisions ss.605-607). Without express carve-out wording in the Deed, the bank loses all security but may face later restitution claims — an asymmetric outcome. Continuing security carve-outs reinstate the security if the original payment is clawed back.
Stamp Duty Position (SDCA 1999)
The release of a mortgage, charge or debenture is typically not a chargeable instrument under the Stamp Duties Consolidation Act 1999. However, a reconveyance of legal title may need to be presented to Revenue's eStamping system for adjudication; partial releases with retained security can involve more complex stamp considerations. The Expert "Stamp Duty Position" clause records the parties' agreement for the benefit of future title investigations.
Syndicated Facility Releases
In multi-lender syndicated facilities, the security is typically held by a single security trustee on trust for all syndicate lenders. The security trustee can only release with the requisite syndicate majority (typically 66.67% or all-lender consent for security releases). A release by the security trustee without proper syndicate consent is voidable. The Expert "Third-Party / Syndicate Consent" clause requires consent evidence to be annexed.
Frequently Asked Questions
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