1. This Ruling relates to the Applicant's ex parte Notice of Motion dated 6th August, 2026, brought pursuant to Sections 878, 885, and 888 of the Companies Act, No. 17 of 2015, Order 51 Rule 1 of the Civil Procedure Rules, 2010, and all other enabling provisions of the law. The application was filed alongside a Certificate of Urgency of even date, seeking to have the matter heard in the first instance without the necessity of prior service. At the first instance the Court declined to entertain the application as it did not comply with The High Court (Practice and Procedure) Rules, having been filed during the High Court August/September Recess. Thereafter the Applicant did file an application under a Certificate of Urgency by way of a Notice of Motion dated 11th August, 2026. The Application sought to have the application admitted and heard during the August/September Recess.
2. The Court takes note of Rule 3 of The High Court (Practice and Procedure) Rules which states as follows:
“3. (1) Any party to any cause or matter may at any time apply by summons for the trial or hearing of such cause or matter during a vacation, and the Judge being satisfied that there is urgent need for such trial or hearing may make an order for the trial or hearing of such cause or matter during the vacation and may fix a date.
(2) Any party to a cause or matter may, at any time during a vacation, file an urgent application with an affidavit giving the grounds thereof and the Judge may deal with that application if satisfied that it is urgent, and where an application filed under subrule (3) is referred to the Judge, or where an appeal is made from a decision of the Registrar, the Judge may deal with that application or appeal during a vacation if satisfied that it is urgent.
(3) Any party to a cause or matter may, at any time during a vacation other than the Summer Vacation in the Coast Province and the Christmas Vacation elsewhere, file an application which may under the Civil Procedure Rules (Cap. 21, Sub. Leg) be heard and determined by the Registrar.”
3. The Court having now been persuaded that indeed the nature of the commercial transaction was urgent hereby proceeds to admit the application for hearing during the High Court August/September Recess.
Background Facts
4. Through the said application, the Applicant, Prime Bank Limited, moves this Court seeking substantive reliefs to extend the time for registration of a specific security instrument at the Companies Registry by a period of thirty (30) days.
5. The Application is supported by the Supporting Affidavit of Allan Vieri Asango, an Advocate of the High Court of Kenya practicing with the firm of Messrs Mohamed Madhani & Co. Advocates LLP, who has the personal conduct of the matter on behalf of the Applicant.
6. The factual matrix underpinning this application is that the Applicant entered into banking arrangements with Computech Limited (hereinafter "the Borrower") to extend various credit facilities. To secure the said facilities, the Applicant's advocates prepared a security instrument over all the assets of the Borrower. The specific particulars of the instrument sought to be registered are summarized in the table below:
5. Counsel avers that there were delays in finalizing the requisite formalities for the registration of the said Further Debenture at the Registry of Companies, which occasioned the lapse of the statutory 30-day period before registration could take effect. The Court is informed that the failure to register the instrument within the stipulated timeframe was occasioned by extraneous circumstances beyond the control of the Applicant and its advocates on record, and was not the result of negligence or want of care. Consequently, the Companies Registry declined to accept the Further Debenture for registration, citing the expiration of the statutory timelines, thereby leaving the Applicant's security exposed.
Issues for Determination
6. Having considered the application, the supporting affidavit, and the annexed Further Debenture, the Court frames a single issue for determination:
a) Whether the Court should exercise its discretion to extend the time for the registration of the Further Debenture outside the statutory period prescribed under the Companies Act, 2015.
Analysis
7. Section 885(1)(a) of the Companies Act, 2015 prescribes that a company must deliver to the Registrar for registration the particulars of a registrable charge within thirty (30) days after its creation. In the event of non-compliance, Section 888(1) of the Companies Act empowers the Court, on being satisfied that it is just and equitable to do so, to extend the prescribed period for registration. The Court is granted the equitable discretion to intervene where the failure to register a charge within time was accidental, due to inadvertence, or other sufficient cause, or where the delay is not prejudicial to the position of creditors or shareholders.
8. The parameters for granting such an extension were succinctly outlined 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), where it was held that the Court must consider: (i) whether the delay was accidental, due to inadvertence, or some other reasonable cause; (ii) whether non-compliance has prejudiced the creditors or members of the company; (iii) whether the extension is just, equitable, fair, and reasonable; and (iv) whether the omission is rectifiable.
9. The omission in the present case pertains solely to the failure to register the Further Debenture at the Companies Registry within the 30-day statutory period. The instrument was duly executed and formalized by the parties on 16th June, 2026. The omission to register the same at the Companies Registry is procedural in nature and clearly rectifiable. While it is acknowledged that non-registration may affect the enforceability of the Debenture as against third parties, the evidence indicates that the failure to comply with the prescribed timeline was neither wilful nor negligent.
10. This Court has previously addressed similar procedural lapses. In Bank of Baroda Kenya Limited & 2 others v Registrar of Companies (Miscellaneous Application E989 of 2025) [2025] KEHC 14682 (KLR), this Court held that an inadvertent delay in lodging a charge, where adequately explained and untainted by bad faith, constitutes sufficient cause for an extension of time. The Court further noted that regularisation of such registration aligns with the provisions of Article 159(2)(d) of the Constitution, which enjoins Courts to administer justice without undue regard to procedural technicalities, thereby promoting substantive rights and commercial certainty.
11. This position is consistently upheld within this Division. In In re an Application by High Nutrition and Health Limited and Prime Bank Limited (Commercial Miscellaneous Application E049 of 2026) [2026] KEHC 1066 (KLR) and In re Application by Momoniat Limited and Paramount Bank Limited (Miscellaneous Civil Application E074 of 2026) [2026] KEHC 1072 (KLR), it was reiterated that where a delay is administrative or inadvertent, and no third-party creditor has altered their position in reliance on the absence of registration, the Court's discretion should aim to avoid the disproportionate forfeiture of a lender's lawfully negotiated security.
12. In the instant matter, there is no evidence on the record to suggest that the delay in registration has occasioned any prejudice to the Borrower's creditors or members, nor is there any indication that third-party rights have intervened. On the contrary, declining the application would have the disproportionate effect of invalidating a commercially negotiated security securing a substantial sum of Kshs. 26,000,000/=, whereas regularisation of the registration will enhance the protection of the lender's interest and promote commercial transparency.
13. Accordingly, the Court is satisfied that the Applicant has provided a reasonable explanation for the delay, that the omission is capable of remedy, and that no prejudice has been occasioned to any party. The Court therefore finds it just and equitable to exercise its discretion under Section 888 of the Companies Act to enlarge time.
Determination
14. In the result, the prayers sought in the Notice of Motion dated 11th August, 2026 and the Notice of Motion dated 6th August, 2026 are hereby granted. The Court makes the following specific orders:
a) THAT this matter be certified as urgent and service thereof be dispensed with in the first instance and the same is admitted into hearing and heard exparte during the current High Court August/September Recess.
b) That the time for registration of the Further Debenture dated 16th June, 2026, securing the principal sum of Kenya Shillings Twenty-Six Million (Kshs. 26,000,000/=) over all the assets of Computech Limited in favour of Prime Bank Limited, be and is hereby extended by a period of Thirty (30) days from the date of the Order herein.
c) The Registrar of Companies is hereby directed to accept for registration out of time, the particulars of the said Further Debenture within the extended period.
d) Upon registration within the extended period, the said instrument shall be deemed to have been filed in full compliance with the Companies Act, 2015.
e) Given the exparte nature of the application, there shall be no order as to costs.
15. It is so ordered.
16. The file is HEREBY marked as closed.
DATED, SIGNED AND DELIVERED AT MILIMANI THIS 12TH DAY OF AUGUST, 2026
NJOROGE BENJAMIN K.
JUDGE
2. The Court takes note of Rule 3 of The High Court (Practice and Procedure) Rules which states as follows:
“3. (1) Any party to any cause or matter may at any time apply by summons for the trial or hearing of such cause or matter during a vacation, and the Judge being satisfied that there is urgent need for such trial or hearing may make an order for the trial or hearing of such cause or matter during the vacation and may fix a date.
(2) Any party to a cause or matter may, at any time during a vacation, file an urgent application with an affidavit giving the grounds thereof and the Judge may deal with that application if satisfied that it is urgent, and where an application filed under subrule (3) is referred to the Judge, or where an appeal is made from a decision of the Registrar, the Judge may deal with that application or appeal during a vacation if satisfied that it is urgent.
(3) Any party to a cause or matter may, at any time during a vacation other than the Summer Vacation in the Coast Province and the Christmas Vacation elsewhere, file an application which may under the Civil Procedure Rules (Cap. 21, Sub. Leg) be heard and determined by the Registrar.”
3. The Court having now been persuaded that indeed the nature of the commercial transaction was urgent hereby proceeds to admit the application for hearing during the High Court August/September Recess.
Background Facts
4. Through the said application, the Applicant, Prime Bank Limited, moves this Court seeking substantive reliefs to extend the time for registration of a specific security instrument at the Companies Registry by a period of thirty (30) days.
5. The Application is supported by the Supporting Affidavit of Allan Vieri Asango, an Advocate of the High Court of Kenya practicing with the firm of Messrs Mohamed Madhani & Co. Advocates LLP, who has the personal conduct of the matter on behalf of the Applicant.
6. The factual matrix underpinning this application is that the Applicant entered into banking arrangements with Computech Limited (hereinafter "the Borrower") to extend various credit facilities. To secure the said facilities, the Applicant's advocates prepared a security instrument over all the assets of the Borrower. The specific particulars of the instrument sought to be registered are summarized in the table below:
5. Counsel avers that there were delays in finalizing the requisite formalities for the registration of the said Further Debenture at the Registry of Companies, which occasioned the lapse of the statutory 30-day period before registration could take effect. The Court is informed that the failure to register the instrument within the stipulated timeframe was occasioned by extraneous circumstances beyond the control of the Applicant and its advocates on record, and was not the result of negligence or want of care. Consequently, the Companies Registry declined to accept the Further Debenture for registration, citing the expiration of the statutory timelines, thereby leaving the Applicant's security exposed.
Issues for Determination
6. Having considered the application, the supporting affidavit, and the annexed Further Debenture, the Court frames a single issue for determination:
a) Whether the Court should exercise its discretion to extend the time for the registration of the Further Debenture outside the statutory period prescribed under the Companies Act, 2015.
Analysis
7. Section 885(1)(a) of the Companies Act, 2015 prescribes that a company must deliver to the Registrar for registration the particulars of a registrable charge within thirty (30) days after its creation. In the event of non-compliance, Section 888(1) of the Companies Act empowers the Court, on being satisfied that it is just and equitable to do so, to extend the prescribed period for registration. The Court is granted the equitable discretion to intervene where the failure to register a charge within time was accidental, due to inadvertence, or other sufficient cause, or where the delay is not prejudicial to the position of creditors or shareholders.
8. The parameters for granting such an extension were succinctly outlined 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), where it was held that the Court must consider: (i) whether the delay was accidental, due to inadvertence, or some other reasonable cause; (ii) whether non-compliance has prejudiced the creditors or members of the company; (iii) whether the extension is just, equitable, fair, and reasonable; and (iv) whether the omission is rectifiable.
9. The omission in the present case pertains solely to the failure to register the Further Debenture at the Companies Registry within the 30-day statutory period. The instrument was duly executed and formalized by the parties on 16th June, 2026. The omission to register the same at the Companies Registry is procedural in nature and clearly rectifiable. While it is acknowledged that non-registration may affect the enforceability of the Debenture as against third parties, the evidence indicates that the failure to comply with the prescribed timeline was neither wilful nor negligent.
10. This Court has previously addressed similar procedural lapses. In Bank of Baroda Kenya Limited & 2 others v Registrar of Companies (Miscellaneous Application E989 of 2025) [2025] KEHC 14682 (KLR), this Court held that an inadvertent delay in lodging a charge, where adequately explained and untainted by bad faith, constitutes sufficient cause for an extension of time. The Court further noted that regularisation of such registration aligns with the provisions of Article 159(2)(d) of the Constitution, which enjoins Courts to administer justice without undue regard to procedural technicalities, thereby promoting substantive rights and commercial certainty.
11. This position is consistently upheld within this Division. In In re an Application by High Nutrition and Health Limited and Prime Bank Limited (Commercial Miscellaneous Application E049 of 2026) [2026] KEHC 1066 (KLR) and In re Application by Momoniat Limited and Paramount Bank Limited (Miscellaneous Civil Application E074 of 2026) [2026] KEHC 1072 (KLR), it was reiterated that where a delay is administrative or inadvertent, and no third-party creditor has altered their position in reliance on the absence of registration, the Court's discretion should aim to avoid the disproportionate forfeiture of a lender's lawfully negotiated security.
12. In the instant matter, there is no evidence on the record to suggest that the delay in registration has occasioned any prejudice to the Borrower's creditors or members, nor is there any indication that third-party rights have intervened. On the contrary, declining the application would have the disproportionate effect of invalidating a commercially negotiated security securing a substantial sum of Kshs. 26,000,000/=, whereas regularisation of the registration will enhance the protection of the lender's interest and promote commercial transparency.
13. Accordingly, the Court is satisfied that the Applicant has provided a reasonable explanation for the delay, that the omission is capable of remedy, and that no prejudice has been occasioned to any party. The Court therefore finds it just and equitable to exercise its discretion under Section 888 of the Companies Act to enlarge time.
Determination
14. In the result, the prayers sought in the Notice of Motion dated 11th August, 2026 and the Notice of Motion dated 6th August, 2026 are hereby granted. The Court makes the following specific orders:
a) THAT this matter be certified as urgent and service thereof be dispensed with in the first instance and the same is admitted into hearing and heard exparte during the current High Court August/September Recess.
b) That the time for registration of the Further Debenture dated 16th June, 2026, securing the principal sum of Kenya Shillings Twenty-Six Million (Kshs. 26,000,000/=) over all the assets of Computech Limited in favour of Prime Bank Limited, be and is hereby extended by a period of Thirty (30) days from the date of the Order herein.
c) The Registrar of Companies is hereby directed to accept for registration out of time, the particulars of the said Further Debenture within the extended period.
d) Upon registration within the extended period, the said instrument shall be deemed to have been filed in full compliance with the Companies Act, 2015.
e) Given the exparte nature of the application, there shall be no order as to costs.
15. It is so ordered.
16. The file is HEREBY marked as closed.
DATED, SIGNED AND DELIVERED AT MILIMANI THIS 12TH DAY OF AUGUST, 2026
NJOROGE BENJAMIN K.
JUDGE