1. By an ex parte Notice of Motion dated 29th July 2025, brought under, among others, Sections 878 and 888 of the Companies Act, 2015 of the Laws of Keya CO-OPERATIVE BANK KENYA LIMITED, hereinafter the Applicant, seeks, among others, the following orders: -
“2. THAT this Honourable Court be pleased to extend time for the registration of the Further Charge and Second Further Charge both dated 20th June, 2025 created by created by Timeless Professional College Limited in favour of Co-Operative Bank of Kenya Limited ("the Applicant") to secure advances to Caperina Enterprises Limitexd ("the Borrower") with the Registrar of Companies by a further thirty (30) days from the date of issue of this order.
3. THAT upon registration within the extended period, the said Further Charge and Second Further Charge, both dated 20th June, 2025, be deemed as having been filed in full compliance with the Companies Act.”
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of NDERITU JUNE, an Advocate at the law firm of Messrs. Humphrey and Company LLP.
3. I have carefully perused and considered the application and note that the substratum of the application is the prayer for extension of time for registration of a Further Charge and Second Further Charge on I.R 133267/1 & 137128/1 in favor of the Applicant, CO-OPERATIVE BANK KENYA LIMITED, created by Timeless Professional College Limited ("the Chargor").
4. Section 888 of the Companies Act under which this application has been brought provides as follows:-
“888. Rectification of register of charges
(1) A company or interested person who claims that a failure to register a charge before the deadline for registration, or an omission or misstatement of a particular with respect to any such charge or in a memorandum of satisfaction or release –
(a) was accidental or due to inadvertence or to some other reasonable cause; or
(b) is not of a nature to prejudice the position of creditors or members of the company, may apply to the Court for an order under subsection (2).
(2) 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.”
5. It was deponed in support of the Application that the law firm was instructed by the Applicant to register a Further Charge and Second Further Charge on I.R 133267/1 & 137128/1 in favor of the Applicant, CO-OPERATIVE BANK KENYA LIMITED, created by Timeless Professional College Limited ("the Chargor").
6. The said Charge, dated 20th June 2025, though registered on 16th July 2025, the documents in respect thereof were only released by the Lands Office to the Advocates on 28th July 2025. That owing to the lapse of time, the Applicant is unable to register the Charge at the Company’s Registry. That the said delay was not willful but caused by circumstances beyond the control of the Applicant.
7. Having duly considered the dispositions in the affidavit in support of the application together with the documentary evidence attached thereto in support of the application by the Applicant together with the applicable legal provisions and case law, I do find that the failure to effect registration at the Company Registry of the Debenture in question within the timelines authorized in law was not intentional, that the delay has been fully and satisfactorily explained.
8. Further, this Court finds no evidence that the granting of the prayers sought will in any way prejudice the creditors or members of the Applicant Company.
9. Accordingly, I find that it is just and equitable to grant the relief sought by the Applicant. I grant the following orders:
i. That the time for the registration of the Further Charge and Second Further Charge both dated 20th June, 2025 created by created by Timeless Professional College Limited in favour of Co-Operative Bank of Kenya Limited ("the Applicant") to secure advances to Caperina Enterprises Limited ("the Borrower") with the Registrar of Companies, is hereby extended by a further thirty (30) days from the date of issue of this order.
ii. Upon registration within the extended period, the said Further Charge and Second Further Charge, both dated 20th June, 2025, shall be deemed as having been filed in full compliance with the Companies Act.
iii. There shall be no orders as to costs.
10. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
31st JULY 2025
ADO MOSES
JUDGE
“2. THAT this Honourable Court be pleased to extend time for the registration of the Further Charge and Second Further Charge both dated 20th June, 2025 created by created by Timeless Professional College Limited in favour of Co-Operative Bank of Kenya Limited ("the Applicant") to secure advances to Caperina Enterprises Limitexd ("the Borrower") with the Registrar of Companies by a further thirty (30) days from the date of issue of this order.
3. THAT upon registration within the extended period, the said Further Charge and Second Further Charge, both dated 20th June, 2025, be deemed as having been filed in full compliance with the Companies Act.”
2. The application is based on the grounds enumerated on the face of the application, and is supported by the affidavit of NDERITU JUNE, an Advocate at the law firm of Messrs. Humphrey and Company LLP.
3. I have carefully perused and considered the application and note that the substratum of the application is the prayer for extension of time for registration of a Further Charge and Second Further Charge on I.R 133267/1 & 137128/1 in favor of the Applicant, CO-OPERATIVE BANK KENYA LIMITED, created by Timeless Professional College Limited ("the Chargor").
4. Section 888 of the Companies Act under which this application has been brought provides as follows:-
“888. Rectification of register of charges
(1) A company or interested person who claims that a failure to register a charge before the deadline for registration, or an omission or misstatement of a particular with respect to any such charge or in a memorandum of satisfaction or release –
(a) was accidental or due to inadvertence or to some other reasonable cause; or
(b) is not of a nature to prejudice the position of creditors or members of the company, may apply to the Court for an order under subsection (2).
(2) 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.”
5. It was deponed in support of the Application that the law firm was instructed by the Applicant to register a Further Charge and Second Further Charge on I.R 133267/1 & 137128/1 in favor of the Applicant, CO-OPERATIVE BANK KENYA LIMITED, created by Timeless Professional College Limited ("the Chargor").
6. The said Charge, dated 20th June 2025, though registered on 16th July 2025, the documents in respect thereof were only released by the Lands Office to the Advocates on 28th July 2025. That owing to the lapse of time, the Applicant is unable to register the Charge at the Company’s Registry. That the said delay was not willful but caused by circumstances beyond the control of the Applicant.
7. Having duly considered the dispositions in the affidavit in support of the application together with the documentary evidence attached thereto in support of the application by the Applicant together with the applicable legal provisions and case law, I do find that the failure to effect registration at the Company Registry of the Debenture in question within the timelines authorized in law was not intentional, that the delay has been fully and satisfactorily explained.
8. Further, this Court finds no evidence that the granting of the prayers sought will in any way prejudice the creditors or members of the Applicant Company.
9. Accordingly, I find that it is just and equitable to grant the relief sought by the Applicant. I grant the following orders:
i. That the time for the registration of the Further Charge and Second Further Charge both dated 20th June, 2025 created by created by Timeless Professional College Limited in favour of Co-Operative Bank of Kenya Limited ("the Applicant") to secure advances to Caperina Enterprises Limited ("the Borrower") with the Registrar of Companies, is hereby extended by a further thirty (30) days from the date of issue of this order.
ii. Upon registration within the extended period, the said Further Charge and Second Further Charge, both dated 20th June, 2025, shall be deemed as having been filed in full compliance with the Companies Act.
iii. There shall be no orders as to costs.
10. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
31st JULY 2025
ADO MOSES
JUDGE