1. The Applicants moved this Court by way of a Notice of Motion dated 10th September 2026, brought under Sections 2 and 3 of the Judicature Act, Sections 888(1)(a) and (b) of the Companies Act, 2015, and Rule 8(b) of the Companies (High Court) Rules 1964.
2. The Applicants seek an order extending the time to register a First Legal Charge dated 28th July 2026, executed by the 1st Applicant in favour of the 2nd Applicant over Title Number: Nairobi/Block71/353 to secure KES 206,500,000/=, at the Companies Registry for a further period of thirty (30) days from the date of the order.
3. The Application is supported by the affidavit of Everlyne Mwachinda, Advocate, sworn on 10th September 2026. The deponent states that although stamp duty was paid on time, there was an inadvertent administrative delay by land registry personnel in completing the registration process on the Ardhisasa Portal. Consequently, the statutory 30-day period prescribed under Section 885(1)(a) of the Companies Act, 2015 for lodging the charge at the Companies Registry lapsed.
4. Registration on the Ardhisasa Portal was completed on 7th August 2026, and the Applicants are now ready to lodge the instrument at the Companies Registry. The deponent confirms that the failure to register within time was accidental and not driven by any fraudulent intent. Furthermore, the shareholders of the 1st Applicant approved the borrowing and the creation of the security via a resolution dated 18th February 2026, ensuring no prejudice will be suffered by third parties.
5. Analysis and Determination
6. Under Section 888(1)(a) and (b) read together with Section 888(2)(b) of the Companies Act, 2015, this Court retains the discretion to extend the time for registration of a charge if satisfied that the omission to register was accidental, due to inadvertence or to some other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders of the company.
7. Having evaluated the facts set out in the Supporting Affidavit and the annexures, I am satisfied that the delay in registering the First Legal Charge at the Companies Registry was due to inadvertent administrative delays on the Ardhisasa Portal and was not fraudulent; The 1st Applicant’s shareholders expressly approved the creation of the security; and that it is just and equitable to grant the relief sought to ensure the 2nd Applicant’s security interest is duly perfected.
8. Consequently, the Notice of Motion dated 10th September 2026 is hereby allowed in terms of the following orders:
i. Time is hereby extended by thirty (30) days from the date of this Ruling to enable the Applicants to register the First Legal Charge dated 28th July 2026 over Title Number: Nairobi/Block71/353 at the Companies Registry pursuant to Section 888(2)(b) of the Companies Act, 2015.
ii. There shall be no order as to costs.
9. It is so ordered
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 15th DAY OF September 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
2. The Applicants seek an order extending the time to register a First Legal Charge dated 28th July 2026, executed by the 1st Applicant in favour of the 2nd Applicant over Title Number: Nairobi/Block71/353 to secure KES 206,500,000/=, at the Companies Registry for a further period of thirty (30) days from the date of the order.
3. The Application is supported by the affidavit of Everlyne Mwachinda, Advocate, sworn on 10th September 2026. The deponent states that although stamp duty was paid on time, there was an inadvertent administrative delay by land registry personnel in completing the registration process on the Ardhisasa Portal. Consequently, the statutory 30-day period prescribed under Section 885(1)(a) of the Companies Act, 2015 for lodging the charge at the Companies Registry lapsed.
4. Registration on the Ardhisasa Portal was completed on 7th August 2026, and the Applicants are now ready to lodge the instrument at the Companies Registry. The deponent confirms that the failure to register within time was accidental and not driven by any fraudulent intent. Furthermore, the shareholders of the 1st Applicant approved the borrowing and the creation of the security via a resolution dated 18th February 2026, ensuring no prejudice will be suffered by third parties.
5. Analysis and Determination
6. Under Section 888(1)(a) and (b) read together with Section 888(2)(b) of the Companies Act, 2015, this Court retains the discretion to extend the time for registration of a charge if satisfied that the omission to register was accidental, due to inadvertence or to some other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders of the company.
7. Having evaluated the facts set out in the Supporting Affidavit and the annexures, I am satisfied that the delay in registering the First Legal Charge at the Companies Registry was due to inadvertent administrative delays on the Ardhisasa Portal and was not fraudulent; The 1st Applicant’s shareholders expressly approved the creation of the security; and that it is just and equitable to grant the relief sought to ensure the 2nd Applicant’s security interest is duly perfected.
8. Consequently, the Notice of Motion dated 10th September 2026 is hereby allowed in terms of the following orders:
i. Time is hereby extended by thirty (30) days from the date of this Ruling to enable the Applicants to register the First Legal Charge dated 28th July 2026 over Title Number: Nairobi/Block71/353 at the Companies Registry pursuant to Section 888(2)(b) of the Companies Act, 2015.
ii. There shall be no order as to costs.
9. It is so ordered
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 15th DAY OF September 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court