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GPU and data centre financing under English law.
The filed deals on this site are mostly New York law. When the borrower, the GPUs or the data centre are in England, these are the 14 rules that change the documents, each quoted from the statute or the official guidance, with what lender and sponsor counsel ask for and how it compares with the US filed deals.
At a glance
The 14 rules
Each rule links to the legislation.gov.uk or GOV.UK text it comes from. Select a rule for what it means and what each side asks for.
| Area | The rule | Source |
|---|---|---|
| Security | Register every charge at Companies House within 21 days A charge created by an English company must be delivered to Companies House within 21 days, starting the day after it is created. | Companies Act 2006, s 859A(4) |
| Security | An unregistered charge is void against an administrator If the 21 days pass without delivery, the security is void against a liquidator, an administrator and creditors, and the secured money becomes payable at once. Only a court can extend the period. | Companies Act 2006, s 859H(3) and (4); Companies Act 2006, s 859F(3) |
| Security | A floating charge over GPUs gives way to unsecured creditors and the administrator Out of floating charge assets an office-holder must set aside a prescribed part for unsecured creditors, and an administrator may sell floating charge property as if it were not charged. | Insolvency Act 1986, s 176A(2); Insolvency Act 1986, Sch B1, para 70(1) |
| Security | Hold a qualifying floating charge to choose the administrator The holder of a qualifying floating charge over the whole or substantially the whole of a company's property may appoint an administrator out of court. | Insolvency Act 1986, Sch B1, para 14(1) and (3) |
| Security | Title to GPUs passes when the supply contract says it does Property in goods passes when the parties intend it to, and a seller can reserve the right of disposal so that title stays with it until its conditions, usually payment, are met. | Sale of Goods Act 1979, s 17(1); Sale of Goods Act 1979, s 19(1) |
| Security | Share security over the borrower can sit outside the administration moratorium Under a security financial collateral arrangement the administration bar on enforcing security does not apply, and the lender can appropriate the collateral without a court order. | Financial Collateral Arrangements (No. 2) Regulations 2003, reg 8(1); Financial Collateral Arrangements (No. 2) Regulations 2003, reg 17(1) |
| Insolvency | Administration freezes enforcement against the GPUs Once a company is in administration no step may be taken to enforce security over its property, or to start legal process against it, without the administrator's consent or the court's permission. | Insolvency Act 1986, Sch B1, para 43(2) and (6) |
| Insolvency | Suppliers to an insolvent GPU cloud cannot terminate for insolvency A term letting a supplier of goods or services terminate or change supply because the customer enters an insolvency procedure stops having effect. The supplier can end the contract only with the office-holder's consent or the court's permission on hardship. | Insolvency Act 1986, s 233B(3) and (5) |
| Insolvency | Loan agreements are outside the ipso facto ban The protection of supplies does not apply to financial contracts, which include lending, or where a bank, investment firm or securitisation company is a party. | Insolvency Act 1986, Sch 4ZZA, paras 2, 4 and 13 |
| Insolvency | A restructuring plan can bind a dissenting class of lenders The court can sanction a restructuring plan over a dissenting class if no member of it is worse off than in the likely alternative and a class with a genuine economic interest has voted for it. | Companies Act 2006, s 901G(3) and (5) |
| The site | A landlord can take the tenant's own goods for rent, not a colocation customer's A landlord under a written lease of commercial premises can take control of the tenant's goods to recover unpaid rent, but only goods of the debtor. | Tribunals, Courts and Enforcement Act 2007, s 72(1); Tribunals, Courts and Enforcement Act 2007, s 74(2); Tribunals, Courts and Enforcement Act 2007, Sch 12, para 10 |
| The site | Data centre leases carry security of tenure unless contracted out A business tenancy in England and Wales has statutory renewal rights unless landlord and tenant agree to exclude them, and that agreement is void without the prescribed notice procedure. | Landlord and Tenant Act 1954, s 38A(1) and (3) |
| Screening and tax | Taking share security is not notifiable; enforcing it may be Data infrastructure, computing hardware and artificial intelligence are mandatory notification sectors. A notifiable acquisition completed without approval is void, but granting share security without transferring title is not a notifiable acquisition. | National Security and Investment Act 2021, s 13(1); Notifiable Acquisition Regulations 2021, Schedules 3, 6 and 9; GOV.UK guidance on acquisitions under the NSI Act |
| Screening and tax | Interest paid by a UK borrower carries withholding tax unless an exemption applies A UK company paying yearly interest must deduct income tax at the savings basic rate, unless an exemption applies: a UK bank lender, a quoted Eurobond or a qualifying private placement among them. | Income Tax Act 2007, s 874(1) and (2); Income Tax Act 2007, s 879(1); Income Tax Act 2007, s 882; Income Tax Act 2007, s 888A(1) |
Method
The law of England and Wales as at 28 October 2026. Every quoted passage was checked against the text on legislation.gov.uk or GOV.UK; the comparison with US law is general and refers to the filed deals in the contract and clause libraries. General information drawn from public filings. It is not legal advice on any transaction, and using this page does not create a lawyer-client relationship. Views are personal.
