RULING
1. This ruling relates to the Applicant’s exparte Notice of Motion dated 15th July 2025, brought under the provisions of Section 885 of the Companies Act, 2015 and Rule 8(b) of the Companies (High Court) Rules . The application seeks the following orders:
(a) Spent.
(b) THAT this Honourable Court be pleased to extend the time for registration of the particulars of the Charge dated 5th June, 2025 for thirty (30) days or such period as this Honourable Court may deem fit.
2. The application is supported by the affidavit of Victor Mungai , an Advocate of the High Court of Kenya, practicing in the name and style of Kimani Wambua & Company Advocates , who has conduct of this matter. The affidavit is sworn contemporaneously with the application.
3. Arising for determination is a single issue;
a) whether this Court should grant leave to the Applicant to register the Charge dated 5th June 2025 at the Companies Registry outside the statutory period.
4. The Court has considered the reasons advanced in explanation for the delay in registering the said Charge. The Charge was created by the Applicant, BANK OF BARODA (KENYA) LIMITED , in favour of CKM PROPERTIES LIMITED over the property known as Land Reference Number NAIROBI/BLOCK 148/940.
5. Upon review, the Court is satisfied that the delay was neither inordinate nor deliberate. Section 888 of the Companies Act, 2015 vests this Court with jurisdiction to extend the time for registration of a charge where the statutory period has lapsed. Under Section 885 , such registration must ordinarily be effected within thirty (30) days of the creation of the charge.
6. In determining whether to extend time under Section 888 , the Court considers: whether the delay was accidental or sufficiently explained; whether any prejudice is likely to be occasioned to creditors or members of the company; whether the extension is fair and just in the circumstances; and whether the omission is capable of rectification.
7. The Applicant, through its Counsel, has candidly admitted that the delay in presentation was inadvertent. That the registration took longer than expected. Importantly, the registration of the charge is a statutory requirement and not a matter of discretion between the parties. The parties have complied with all other legal requirements in the creation of the charge, save for its timely registration. In the circumstances, the Court finds merit in the application and grants the orders sought.
Determination
8. THAT this Honourable Court hereby extends the time for registration of the particulars of the Charge dated 5th June, 2025 for thirty (30) days from the date of this Ruling.
9. THAT it is further ordered that upon registration of the said charge within the extended period, the charge shall be deemed to have been duly filed with the Registrar of Companies in full compliance with the Companies Act, 2015.
10. Given the nature of the application, there shall be no order as to costs.
11. It is so ordered.
12. The file is hereby closed.
DATED, SIGNED AND DELIVERED AT MILIMANI THIS 24TH DAY OF JULY 2025.
NJOROGE BENJAMIN K.
JUDGE
In the presence of;
Mr. Kimani Mungai for the Applicants
Mr. Luyai – Court Assistant
1. This ruling relates to the Applicant’s exparte Notice of Motion dated 15th July 2025, brought under the provisions of Section 885 of the Companies Act, 2015 and Rule 8(b) of the Companies (High Court) Rules . The application seeks the following orders:
(a) Spent.
(b) THAT this Honourable Court be pleased to extend the time for registration of the particulars of the Charge dated 5th June, 2025 for thirty (30) days or such period as this Honourable Court may deem fit.
2. The application is supported by the affidavit of Victor Mungai , an Advocate of the High Court of Kenya, practicing in the name and style of Kimani Wambua & Company Advocates , who has conduct of this matter. The affidavit is sworn contemporaneously with the application.
3. Arising for determination is a single issue;
a) whether this Court should grant leave to the Applicant to register the Charge dated 5th June 2025 at the Companies Registry outside the statutory period.
4. The Court has considered the reasons advanced in explanation for the delay in registering the said Charge. The Charge was created by the Applicant, BANK OF BARODA (KENYA) LIMITED , in favour of CKM PROPERTIES LIMITED over the property known as Land Reference Number NAIROBI/BLOCK 148/940.
5. Upon review, the Court is satisfied that the delay was neither inordinate nor deliberate. Section 888 of the Companies Act, 2015 vests this Court with jurisdiction to extend the time for registration of a charge where the statutory period has lapsed. Under Section 885 , such registration must ordinarily be effected within thirty (30) days of the creation of the charge.
6. In determining whether to extend time under Section 888 , the Court considers: whether the delay was accidental or sufficiently explained; whether any prejudice is likely to be occasioned to creditors or members of the company; whether the extension is fair and just in the circumstances; and whether the omission is capable of rectification.
7. The Applicant, through its Counsel, has candidly admitted that the delay in presentation was inadvertent. That the registration took longer than expected. Importantly, the registration of the charge is a statutory requirement and not a matter of discretion between the parties. The parties have complied with all other legal requirements in the creation of the charge, save for its timely registration. In the circumstances, the Court finds merit in the application and grants the orders sought.
Determination
8. THAT this Honourable Court hereby extends the time for registration of the particulars of the Charge dated 5th June, 2025 for thirty (30) days from the date of this Ruling.
9. THAT it is further ordered that upon registration of the said charge within the extended period, the charge shall be deemed to have been duly filed with the Registrar of Companies in full compliance with the Companies Act, 2015.
10. Given the nature of the application, there shall be no order as to costs.
11. It is so ordered.
12. The file is hereby closed.
DATED, SIGNED AND DELIVERED AT MILIMANI THIS 24TH DAY OF JULY 2025.
NJOROGE BENJAMIN K.
JUDGE
In the presence of;
Mr. Kimani Mungai for the Applicants
Mr. Luyai – Court Assistant