1. Before the court is the Notice of Motion dated 29th May 2026 brought under sections 878, 885 and 888 of the Companies Act and Order 51 Rule 1 of the Civil Procedure Rules. The Applicants seek an order extending the time within which a Charge dated 10th March 2026 created by Ivory Breezes Kenya Limited in favour of The Co-operative Bank of Kenya Limited over Title Numbers Nairobi Block 37/288/129, Nairobi Block 37/288/172, Nairobi Block 37/288/152, Nairobi Block 37/288/120 and Nairobi Block 37/288/135 may be registered at the Companies Registry.
2. The application is supported by the affidavit of Isaiah Mungai Kamau, Advocate, sworn on 29th May 2026. He depones that the charge was lodged for registration on the Ardhisasa platform on 10th March 2026, being the date of its creation. He states that due to delays in the Ardhisasa system, assessment and payment of stamp duty was not completed until 2nd April 2026 and the instrument was thereafter registered at the Lands Registry on 7th April 2026. Consequently, the period prescribed for registration of the charge at the Companies Registry under section 885 of the Companies Act lapsed before registration could be completed.
3. The Applicants contend that the delay was occasioned by circumstances beyond their control, that all legal requirements relating to the security have since been complied with, and that no prejudice will be occasioned to creditors, shareholders or any other person if the extension sought is granted.
Analysis and Determination
4. Section 885 of the Companies Act requires prescribed charges to be delivered to the Registrar for registration within thirty (30) days of their creation. Section 888 empowers the court, where the omission to register within time was accidental, due to inadvertence or some other sufficient cause, or where it is otherwise just and equitable to do so, to extend the time for registration on such terms and conditions as it thinks fit.
5. The material placed before the court shows that the Applicants took steps towards perfection of the security immediately upon its creation. The explanation given for the delay is that there were processing delays on the Ardhisasa platform, which affected the assessment of stamp duty and the completion of the registration process. There is no evidence that the omission was deliberate or intended to defeat the interests of creditors or other stakeholders.
6. The court is also satisfied that the security instrument has already been duly stamped and registered at the Lands Registry and that the present application is intended to complete the process of perfection of the security.
7. The court notes that unless an extension is granted, the Charge risks being deemed void against a liquidator or creditor under Section 889 of the Companies Act, and the 1st Applicant stands to lose its priority secured status over the advanced financial facilities, causing irreparable commercial damage.
8. In any event, there is no suggestion that any creditor, shareholder or other interested party will suffer prejudice if the extension sought is granted.
9. It is settled that where rectification merely aligns the register with the true intention of the parties, and no prejudice is shown, the Court ought to grant the orders sought – see for example In re Bettevest Investment Ltd [2025] KEHC 16460 (KLR) and In re ABSA Bank Kenya Plc [2026] KEHC 148 (KLR), where this Court allowed substantially similar applications.
10. In the circumstances, I am satisfied that sufficient cause has been shown within the meaning of section 888 of the Companies Act and that it is just and equitable to extend the time for registration.
11. Consequently, I make the following orders:
i. The time prescribed under section 885 of the Companies Act for registration of the Charge dated 10th March 2026 created by Ivory Breezes Kenya Limited in favour of The Co-operative Bank of Kenya Limited over Title Numbers Nairobi Block 37/288/129, Nairobi Block 37/288/172, Nairobi Block 37/288/152, Nairobi Block 37/288/120 and Nairobi Block 37/288/135 is hereby extended by thirty (30) days from the date of this order.
ii. The Registrar of Companies shall, upon presentation of a certified copy of this Order and payment of the prescribed filing fees, accept and register the statutory particulars of the said Charge.
iii. There shall be no order as to costs.
12. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 3RD DAY OF JUNE 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
In the Presence of:
Moses C/A
2. The application is supported by the affidavit of Isaiah Mungai Kamau, Advocate, sworn on 29th May 2026. He depones that the charge was lodged for registration on the Ardhisasa platform on 10th March 2026, being the date of its creation. He states that due to delays in the Ardhisasa system, assessment and payment of stamp duty was not completed until 2nd April 2026 and the instrument was thereafter registered at the Lands Registry on 7th April 2026. Consequently, the period prescribed for registration of the charge at the Companies Registry under section 885 of the Companies Act lapsed before registration could be completed.
3. The Applicants contend that the delay was occasioned by circumstances beyond their control, that all legal requirements relating to the security have since been complied with, and that no prejudice will be occasioned to creditors, shareholders or any other person if the extension sought is granted.
Analysis and Determination
4. Section 885 of the Companies Act requires prescribed charges to be delivered to the Registrar for registration within thirty (30) days of their creation. Section 888 empowers the court, where the omission to register within time was accidental, due to inadvertence or some other sufficient cause, or where it is otherwise just and equitable to do so, to extend the time for registration on such terms and conditions as it thinks fit.
5. The material placed before the court shows that the Applicants took steps towards perfection of the security immediately upon its creation. The explanation given for the delay is that there were processing delays on the Ardhisasa platform, which affected the assessment of stamp duty and the completion of the registration process. There is no evidence that the omission was deliberate or intended to defeat the interests of creditors or other stakeholders.
6. The court is also satisfied that the security instrument has already been duly stamped and registered at the Lands Registry and that the present application is intended to complete the process of perfection of the security.
7. The court notes that unless an extension is granted, the Charge risks being deemed void against a liquidator or creditor under Section 889 of the Companies Act, and the 1st Applicant stands to lose its priority secured status over the advanced financial facilities, causing irreparable commercial damage.
8. In any event, there is no suggestion that any creditor, shareholder or other interested party will suffer prejudice if the extension sought is granted.
9. It is settled that where rectification merely aligns the register with the true intention of the parties, and no prejudice is shown, the Court ought to grant the orders sought – see for example In re Bettevest Investment Ltd [2025] KEHC 16460 (KLR) and In re ABSA Bank Kenya Plc [2026] KEHC 148 (KLR), where this Court allowed substantially similar applications.
10. In the circumstances, I am satisfied that sufficient cause has been shown within the meaning of section 888 of the Companies Act and that it is just and equitable to extend the time for registration.
11. Consequently, I make the following orders:
i. The time prescribed under section 885 of the Companies Act for registration of the Charge dated 10th March 2026 created by Ivory Breezes Kenya Limited in favour of The Co-operative Bank of Kenya Limited over Title Numbers Nairobi Block 37/288/129, Nairobi Block 37/288/172, Nairobi Block 37/288/152, Nairobi Block 37/288/120 and Nairobi Block 37/288/135 is hereby extended by thirty (30) days from the date of this order.
ii. The Registrar of Companies shall, upon presentation of a certified copy of this Order and payment of the prescribed filing fees, accept and register the statutory particulars of the said Charge.
iii. There shall be no order as to costs.
12. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 3RD DAY OF JUNE 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
In the Presence of:
Moses C/A