1. The Applicant, Council Twelve Company Limited, has moved this Court by Notice of Motion dated 3rd February 2026, seeking in the main, an order for extension of time to register a Charge dated 17th December 2025 created in favour of Equity Bank (Kenya) Limited; and leave to lodge and register the said Charge at the Companies Registry within thirty (30) days of the Court’s order.
2. The application is supported by the affidavit of John Munene Wambugu, Advocate, sworn on 3rd February 2026, and the annexures thereto.
3. The background of the matter is that the Applicant obtained a loan facility of Kshs. 4,050,000 from Equity Bank (Kenya) Limited to finance the purchase of Land Title No. Ndithini/Mananja Block 5/195. A legal Charge dated 17th December 2025 was accordingly prepared and executed as security for the loan.
4. The documents were lodged at the Machakos Land Registry for stamping and registration on 18th December 2025. Although the transfer and issuance of a new certificate of title were completed on the same date, the Charge was not franked until 30th January 2026 and was only released to the Applicant’s Advocates on 2nd February 2026, by which time the statutory 30-day period for registration under Sections 885 and 888 of the Companies Act, 2015 had lapsed.
5. The Applicant contends that the delay was wholly due to administrative inefficiencies at the Lands Registry and that it acted diligently throughout. It is further averred that unless time is extended, the Charge will be rendered void, putting at risk both the Applicant and the lender.
Analysis and Determination
6. Having considered the pleadings, I find that the sole issue for determination is whether the Court should extend the time for registration of the Charge dated 17th December 2025.
7. Sections 885(1) and 888(2) of the Companies Act, 2015 require that a charge be lodged for registration within 30 days after its creation. However, Section 885(3) gives the Court discretion to extend the time for registration where: the omission to register was accidental; or due to inadvertence; or is otherwise just and equitable to grant relief.
8. This Court has consistently interpreted these provisions with flexibility to prevent injustice. In Simba Enterprises Ltd & Another v Registrar of Companies [2025] KEHC 8611, the Court extended time after finding that the purpose of Sections 885 and 888 is to avoid penalizing parties for delays not of their making.
9. Similarly, in In re Silverspread Hardwares Ltd (2021), the Court held that inadvertence or oversight, whether by counsel or administrative bureaucracy, is a proper basis for the exercise of discretion where no prejudice exists.
10. In the present case, having reviewed the evidence, I am satisfied that: the Applicant lodged the documents promptly; the delay was caused solely by the Land Registry; no creditor or shareholder will suffer prejudice; and that it is just and equitable to grant the extension.
11. Accordingly, the present Notice of Motion Application is hereby allowed on the following terms:
i. Time to register the Charge dated 17th December 2025 is extended.
ii. The Charge shall be lodged within thirty (30) days of this Ruling.
iii. Costs shall be in the cause.
12. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
4TH FEBRUARY 2026
ADO MOSES
JUDGE
In the presence of: -
C/A – Moses
In the absence of the parties
2. The application is supported by the affidavit of John Munene Wambugu, Advocate, sworn on 3rd February 2026, and the annexures thereto.
3. The background of the matter is that the Applicant obtained a loan facility of Kshs. 4,050,000 from Equity Bank (Kenya) Limited to finance the purchase of Land Title No. Ndithini/Mananja Block 5/195. A legal Charge dated 17th December 2025 was accordingly prepared and executed as security for the loan.
4. The documents were lodged at the Machakos Land Registry for stamping and registration on 18th December 2025. Although the transfer and issuance of a new certificate of title were completed on the same date, the Charge was not franked until 30th January 2026 and was only released to the Applicant’s Advocates on 2nd February 2026, by which time the statutory 30-day period for registration under Sections 885 and 888 of the Companies Act, 2015 had lapsed.
5. The Applicant contends that the delay was wholly due to administrative inefficiencies at the Lands Registry and that it acted diligently throughout. It is further averred that unless time is extended, the Charge will be rendered void, putting at risk both the Applicant and the lender.
Analysis and Determination
6. Having considered the pleadings, I find that the sole issue for determination is whether the Court should extend the time for registration of the Charge dated 17th December 2025.
7. Sections 885(1) and 888(2) of the Companies Act, 2015 require that a charge be lodged for registration within 30 days after its creation. However, Section 885(3) gives the Court discretion to extend the time for registration where: the omission to register was accidental; or due to inadvertence; or is otherwise just and equitable to grant relief.
8. This Court has consistently interpreted these provisions with flexibility to prevent injustice. In Simba Enterprises Ltd & Another v Registrar of Companies [2025] KEHC 8611, the Court extended time after finding that the purpose of Sections 885 and 888 is to avoid penalizing parties for delays not of their making.
9. Similarly, in In re Silverspread Hardwares Ltd (2021), the Court held that inadvertence or oversight, whether by counsel or administrative bureaucracy, is a proper basis for the exercise of discretion where no prejudice exists.
10. In the present case, having reviewed the evidence, I am satisfied that: the Applicant lodged the documents promptly; the delay was caused solely by the Land Registry; no creditor or shareholder will suffer prejudice; and that it is just and equitable to grant the extension.
11. Accordingly, the present Notice of Motion Application is hereby allowed on the following terms:
i. Time to register the Charge dated 17th December 2025 is extended.
ii. The Charge shall be lodged within thirty (30) days of this Ruling.
iii. Costs shall be in the cause.
12. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
4TH FEBRUARY 2026
ADO MOSES
JUDGE
In the presence of: -
C/A – Moses
In the absence of the parties