Introduction
1. For determination is the Applicant’s Ex-Parte Notice of Motion dated 12th June 2026 brought under Sections 878 and 888(1) & (2) of the Companies Act (No. 17 of 2015) and Order 51 Rule 1 of the Civil Procedure Rules.
2. The Applicant, Bank of Baroda (Kenya) Limited, seeks orders certifying the application as urgent, extending the time to register a Third-Party Charge dated 23rd March 2026 by a further thirty (30) days, and directing that costs be in the cause. The Charge was executed by R World Investments Limited (the Chargor) over Warehouse No. C4, Kongoni Complex, erected on L.R. No. 12581/165 to secure a loan facility of Kshs. 99,640,000/= advanced to the Borrower, P Square Industries Limited.
3. The Application is anchored on the grounds of the face of the Motion and the Supporting Affidavit of Joel Weru, Advocate. The Applicant states that the Charge was promptly presented for registration at the Land Registry on 24th March 2026—the day after its execution.
4. However, due to an ongoing digitization process at the registry, the physical file was inadvertently misplaced by registry staff. By the time the registered documents were retrieved and released, the statutory thirty (30) day timeline prescribed for registration at the Companies Registry under Section 885 of the Companies Act had already lapsed. The Applicant maintains that the omission was due to administrative inadvertence and not professional negligence.
Analysis and Determination
5. The sole issue is whether the Applicant has established sufficient grounds for an extension of time.
6. Section 888 of the Companies Act, 2015 empowers this Court to extend the time for registration if the omission was accidental, due to inadvertence, or other sufficient cause, or if it is just and equitable to grant relief.
7. In re ABSA Bank Kenya PLC (Miscellaneous Cause E024 of 2026) [2026] KEHC 148 (KLR), the Court emphasized that the discretion to enlarge time is well-recognized where sufficient cause is shown.
8. Similarly, in Bank of Baroda Kenya Ltd v Registrar of Companies [2025] eKLR. the Court held that where a charge has been duly executed, stamped, and registered at the Lands Registry, the subsequent failure to lodge it with the Registrar of Companies within the 30-day window is a procedural omission that is clearly rectifiable.
9. In the present case, the evidence demonstrates that the Applicant acted with due diligence by lodging the security for land registration within twenty-four hours of execution. The subsequent delay was entirely structural, arising from institutional file misplacement during the registry's digital migration. This directly constitutes "inadvertence" and "sufficient cause" under Section 888.
10. In line with Article 159(2)(d) of the Constitution, commercial transactions and substantial property rights should not be vitiated by procedural delays outside a party's control. Leaving a Kshs. 99,640,000/= facility unsecured would cause severe prejudice to the lender, whereas granting the extension harms no third-party creditors. The Application is highly meritorious.
11. Accordingly, I allow the application and make the following orders:
i. The time for the Applicant to register the Third-Party Charge dated 23rd March 2026 over Warehouse No. C4, Kongoni Complex, erected on L.R. No. 12581/165 with the Registrar of Companies is extended by thirty (30) days from the date of this Order.
ii. Costs of this Application shall be in the cause.
12. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 19TH DAY OF JUNE 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
1. For determination is the Applicant’s Ex-Parte Notice of Motion dated 12th June 2026 brought under Sections 878 and 888(1) & (2) of the Companies Act (No. 17 of 2015) and Order 51 Rule 1 of the Civil Procedure Rules.
2. The Applicant, Bank of Baroda (Kenya) Limited, seeks orders certifying the application as urgent, extending the time to register a Third-Party Charge dated 23rd March 2026 by a further thirty (30) days, and directing that costs be in the cause. The Charge was executed by R World Investments Limited (the Chargor) over Warehouse No. C4, Kongoni Complex, erected on L.R. No. 12581/165 to secure a loan facility of Kshs. 99,640,000/= advanced to the Borrower, P Square Industries Limited.
3. The Application is anchored on the grounds of the face of the Motion and the Supporting Affidavit of Joel Weru, Advocate. The Applicant states that the Charge was promptly presented for registration at the Land Registry on 24th March 2026—the day after its execution.
4. However, due to an ongoing digitization process at the registry, the physical file was inadvertently misplaced by registry staff. By the time the registered documents were retrieved and released, the statutory thirty (30) day timeline prescribed for registration at the Companies Registry under Section 885 of the Companies Act had already lapsed. The Applicant maintains that the omission was due to administrative inadvertence and not professional negligence.
Analysis and Determination
5. The sole issue is whether the Applicant has established sufficient grounds for an extension of time.
6. Section 888 of the Companies Act, 2015 empowers this Court to extend the time for registration if the omission was accidental, due to inadvertence, or other sufficient cause, or if it is just and equitable to grant relief.
7. In re ABSA Bank Kenya PLC (Miscellaneous Cause E024 of 2026) [2026] KEHC 148 (KLR), the Court emphasized that the discretion to enlarge time is well-recognized where sufficient cause is shown.
8. Similarly, in Bank of Baroda Kenya Ltd v Registrar of Companies [2025] eKLR. the Court held that where a charge has been duly executed, stamped, and registered at the Lands Registry, the subsequent failure to lodge it with the Registrar of Companies within the 30-day window is a procedural omission that is clearly rectifiable.
9. In the present case, the evidence demonstrates that the Applicant acted with due diligence by lodging the security for land registration within twenty-four hours of execution. The subsequent delay was entirely structural, arising from institutional file misplacement during the registry's digital migration. This directly constitutes "inadvertence" and "sufficient cause" under Section 888.
10. In line with Article 159(2)(d) of the Constitution, commercial transactions and substantial property rights should not be vitiated by procedural delays outside a party's control. Leaving a Kshs. 99,640,000/= facility unsecured would cause severe prejudice to the lender, whereas granting the extension harms no third-party creditors. The Application is highly meritorious.
11. Accordingly, I allow the application and make the following orders:
i. The time for the Applicant to register the Third-Party Charge dated 23rd March 2026 over Warehouse No. C4, Kongoni Complex, erected on L.R. No. 12581/165 with the Registrar of Companies is extended by thirty (30) days from the date of this Order.
ii. Costs of this Application shall be in the cause.
12. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 19TH DAY OF JUNE 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court