1. By a Notice of Motion dated 17th December 2025, the Applicant, Absa Bank Kenya PLC, moved this Court under section 885 of the Companies Act, 2015, Rules 59 and 60 of the Companies Regulations, and section 3A of the Civil Procedure Act, seeking the substantive prayer is for an order extending time for presentation and registration of a debenture dated 25th September 2025 executed between the Applicant and Benchmark Limited (the Chargor), by a further period of thirty (30) days from the date of this order.
2. The application is supported by the affidavit of David Onyono Nyangena, counsel for the Applicant, together with annexures including the debenture instrument, evidence of payment of stamp duty, and correspondence from the Registrar of Companies requiring a letter of authority from the Bank.
The Applicant’s Case
3. The Applicant’s case is that on 25th July 2025, it instructed its advocates to prepare and register a debenture securing loan facilities amounting to Kenya Shillings Six Hundred Million (KES 600,000,000/-) advanced to Benchmark Limited. The debenture was duly drawn, executed by both parties on 25th September 2025, and thereafter returned to counsel for payment of stamp duty and lodgment with the Business Registration Services. Stamp duty was paid on 3rd October 2025.
4. It is further the Applicant’s case that upon presentation of the debenture for registration, the Registrar of Companies required a Letter of Authority from the Bank confirming that counsel had instructions to lodge the instrument. The said letter was only issued by the Bank on 25th November 2025 and received by counsel on 15th December 2025, well after the statutory deadline of 24th October 2025 had passed.
5. Counsel asserts that the delay was therefore attributable to the Bank’s internal processes and not to any neglect or indolence on the part of the Applicant’s advocates. It was averred that the debenture constitutes the principal security for the loan facilities advanced to the Chargor, and unless registration is perfected, the instrument may be rendered void against the liquidator and creditors of the company, thereby occasioning financial prejudice to both the Applicant and the Chargor.
6. According to the Applicant, the omission was inadvertent, that it acted promptly once the requisite authority was furnished, and that no prejudice will be suffered by other creditors or shareholders of the company if time is extended. It therefore urged the Court to exercise its discretion under section 885(3) of the Companies Act, 2015, and extend the period of registration by thirty (30) days from the date of the order.
Analysis and Determination
7. Having considered the application, the supporting affidavit, and the applicable law, I find that the sole issue for determination in this matter is whether sufficient cause has been demonstrated to warrant extension of time for registration of the debenture dated 25th September 2025.
8. Section 885(3) of the Companies Act, 2015, provides that the deadline for registration of a debenture is thirty days from the day on which it is executed. However, Section 888 of the Act empowers the Court, upon application, to extend the statutory period where omission was due to inadvertence or other sufficient cause and where no prejudice will be occasioned to creditors or shareholders. Subsection 2 thereof provides as follows: -
“If, on the hearing of an application made under subsection (1), the Court is satisfied—(a)that the failure, or the omission or misstatement—(i)was accidental or due to inadvertence or to some other reasonable cause; or(ii)is not of a nature to prejudice the position of creditors or members of the company; or(b)that on other grounds it is just and equitable to grant relief, the Court may, subject to such conditions (if any) as it considers fair and reasonable, order the deadline for registration to be extended, or the omission or misstatement to be corrected.”
9. In the present case, the Applicant has explained that the delay arose from the Bank’s internal processes in issuing a Letter of Authority, which was only furnished on 25th November 2025 and received by counsel on 15th December 2025, well after the statutory deadline of 24th October 2025.
10. The chronology of events demonstrates that counsel acted diligently in preparing, executing, and stamping the debenture, but was unable to lodge it without the requisite authority. The omission was therefore administrative and inadvertent, not deliberate.
11. In In re Application for Extension of time for Registration of a Charge by Silverspead Hardwares Limited in Favour of Bank of Baroda (Kenya) Limited [2021] KEELC 2015 (KLR), the Court emphasized that the parameters the court has to consider before granting the extension are:
i. Whether it was accidental or due to inadvertence or some other reasonable cause.
ii. Whether non-compliance has prejudiced the creditors or members of the company.
iii. If it is just, equitable, fair and reasonable.
iv. Whether the mistake, or omission and misstatement is rectifiable.
12. Similarly, in Bank of Baroda Kenya Ltd v Registrar of Companies [2025] eKLR, the Court (B.K. Njoroge) in allowing a similar application held that inadvertent delay in lodging a charge, where explained and untainted by bad faith, constitutes sufficient cause for extension. The Court stated that:
“The omission in the present case pertains solely to the failure to register the Debenture at the Companies Registry within the statutory period prescribed under Section 885 of the Companies Act. Notwithstanding this procedural lapse, the Debenture was duly executed, assessed for stamp duty, duly franked, and registered at the Lands Registry. The omission is therefore procedural in nature and, in the Court’s view, clearly rectifiable.”
13. In the present case, no evidence has been placed before Court to suggest that extension would prejudice third parties. Consequently, I find it just and equitable in the circumstances to grant the relief sought by the Applicant.
14. Accordingly, I grant the following orders:
i. The time for presentation and registration of the Debenture dated 25th September 2025 with the Registrar of Companies by BENCHMARK LIMITED (the Chargor) in favour of the Applicant is hereby extended by Thirty (30) days from the date of the order herein
ii. There shall be no orders as to costs.
15. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
23RD DECEMBER 2025
ADO MOSES
JUDGE
2. The application is supported by the affidavit of David Onyono Nyangena, counsel for the Applicant, together with annexures including the debenture instrument, evidence of payment of stamp duty, and correspondence from the Registrar of Companies requiring a letter of authority from the Bank.
The Applicant’s Case
3. The Applicant’s case is that on 25th July 2025, it instructed its advocates to prepare and register a debenture securing loan facilities amounting to Kenya Shillings Six Hundred Million (KES 600,000,000/-) advanced to Benchmark Limited. The debenture was duly drawn, executed by both parties on 25th September 2025, and thereafter returned to counsel for payment of stamp duty and lodgment with the Business Registration Services. Stamp duty was paid on 3rd October 2025.
4. It is further the Applicant’s case that upon presentation of the debenture for registration, the Registrar of Companies required a Letter of Authority from the Bank confirming that counsel had instructions to lodge the instrument. The said letter was only issued by the Bank on 25th November 2025 and received by counsel on 15th December 2025, well after the statutory deadline of 24th October 2025 had passed.
5. Counsel asserts that the delay was therefore attributable to the Bank’s internal processes and not to any neglect or indolence on the part of the Applicant’s advocates. It was averred that the debenture constitutes the principal security for the loan facilities advanced to the Chargor, and unless registration is perfected, the instrument may be rendered void against the liquidator and creditors of the company, thereby occasioning financial prejudice to both the Applicant and the Chargor.
6. According to the Applicant, the omission was inadvertent, that it acted promptly once the requisite authority was furnished, and that no prejudice will be suffered by other creditors or shareholders of the company if time is extended. It therefore urged the Court to exercise its discretion under section 885(3) of the Companies Act, 2015, and extend the period of registration by thirty (30) days from the date of the order.
Analysis and Determination
7. Having considered the application, the supporting affidavit, and the applicable law, I find that the sole issue for determination in this matter is whether sufficient cause has been demonstrated to warrant extension of time for registration of the debenture dated 25th September 2025.
8. Section 885(3) of the Companies Act, 2015, provides that the deadline for registration of a debenture is thirty days from the day on which it is executed. However, Section 888 of the Act empowers the Court, upon application, to extend the statutory period where omission was due to inadvertence or other sufficient cause and where no prejudice will be occasioned to creditors or shareholders. Subsection 2 thereof provides as follows: -
“If, on the hearing of an application made under subsection (1), the Court is satisfied—(a)that the failure, or the omission or misstatement—(i)was accidental or due to inadvertence or to some other reasonable cause; or(ii)is not of a nature to prejudice the position of creditors or members of the company; or(b)that on other grounds it is just and equitable to grant relief, the Court may, subject to such conditions (if any) as it considers fair and reasonable, order the deadline for registration to be extended, or the omission or misstatement to be corrected.”
9. In the present case, the Applicant has explained that the delay arose from the Bank’s internal processes in issuing a Letter of Authority, which was only furnished on 25th November 2025 and received by counsel on 15th December 2025, well after the statutory deadline of 24th October 2025.
10. The chronology of events demonstrates that counsel acted diligently in preparing, executing, and stamping the debenture, but was unable to lodge it without the requisite authority. The omission was therefore administrative and inadvertent, not deliberate.
11. In In re Application for Extension of time for Registration of a Charge by Silverspead Hardwares Limited in Favour of Bank of Baroda (Kenya) Limited [2021] KEELC 2015 (KLR), the Court emphasized that the parameters the court has to consider before granting the extension are:
i. Whether it was accidental or due to inadvertence or some other reasonable cause.
ii. Whether non-compliance has prejudiced the creditors or members of the company.
iii. If it is just, equitable, fair and reasonable.
iv. Whether the mistake, or omission and misstatement is rectifiable.
12. Similarly, in Bank of Baroda Kenya Ltd v Registrar of Companies [2025] eKLR, the Court (B.K. Njoroge) in allowing a similar application held that inadvertent delay in lodging a charge, where explained and untainted by bad faith, constitutes sufficient cause for extension. The Court stated that:
“The omission in the present case pertains solely to the failure to register the Debenture at the Companies Registry within the statutory period prescribed under Section 885 of the Companies Act. Notwithstanding this procedural lapse, the Debenture was duly executed, assessed for stamp duty, duly franked, and registered at the Lands Registry. The omission is therefore procedural in nature and, in the Court’s view, clearly rectifiable.”
13. In the present case, no evidence has been placed before Court to suggest that extension would prejudice third parties. Consequently, I find it just and equitable in the circumstances to grant the relief sought by the Applicant.
14. Accordingly, I grant the following orders:
i. The time for presentation and registration of the Debenture dated 25th September 2025 with the Registrar of Companies by BENCHMARK LIMITED (the Chargor) in favour of the Applicant is hereby extended by Thirty (30) days from the date of the order herein
ii. There shall be no orders as to costs.
15. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
23RD DECEMBER 2025
ADO MOSES
JUDGE