Introduction
1. The application before Court is a Notice of Motion dated 5th May 2026, brought pursuant to Section 888(2) of the Companies Act, 2015; seeking, inter alia, extension of time within which to register a Replacement Charge dated 10th March 2026 over Title No. Nairobi/Block 44/215.
2. The Motion is supported by the affidavit of Everlyne Mwachinda, Advocate, who depones that although the charge was duly executed and stamp duty paid in time, its registration at the Companies Registry was not effected within the statutory period owing to delays encountered on the Ardhisasa platform attributable to registry processes.
3. The material facts are largely uncontested. The Chargor (Deveer Developers Limited) executed a Replacement Charge in favour of the Chargee (Prime Bank Limited) over Title No. Nairobi/Block 44/215 securing a sum of KShs. 382,940,000. The Charge arises from restructuring following an extension of lease and discharge of an earlier charge.
4. The Applicant avers that although stamp duty was paid in time, registration at the Companies Registry was not effected within the statutory 30 days due to delays on the Ardhisasa platform attributed to registry personnel.
5. It is deponed that registration at the lands registry has since been completed, and the Applicants are now ready to lodge the charge for registration at the Companies Registry.
6. The Applicants contend that the delay was inadvertent, not fraudulent, and that unless the orders sought are granted, the Bank’s security interest will remain unsecured.
Analysis and Determination
7. Having carefully considered the application together with the attachments, the Court finds that the sole issue for determination is whether the Applicants have met the threshold for extension of time to register a charge under Section 888(2) of the Companies Act, 2015.
8. Section 888(2) of the Companies Act empowers the Court to extend time for registration of a charge if satisfied that the failure to register within time was accidental, inadvertent, or due to sufficient cause; and that no prejudice would be occasioned to creditors or shareholders.
9. From the affidavit evidence, the Applicants attribute the delay to system and registry-related issues on the Ardhisasa platform, which had to be completed before lodging the charge at the Companies Registry.
10. In my view, that explanation falls squarely within the category of “inadvertence” or “other sufficient cause” contemplated under Section 888. The Applicants cannot be faulted for systemic or administrative delays beyond their control.
11. Further, there is no evidence placed before Court to suggest fraud, bad faith, or an intention to circumvent the law. On the contrary, the Applicants moved the Court promptly upon realizing that the statutory period had lapsed.
12. Regarding prejudice, none has been demonstrated. The supporting affidavit affirms that the shareholders of the Chargor approved the transaction and that no third-party rights have intervened. The prejudice, if any, lies on the part of the Chargee, whose security stands to be defeated if the extension is denied.
13. In Sidian Bank Limited v Registrar of Companies [2020] eKLR, the Court held that an applicant must demonstrate that the delay was not deliberate but arose from a reasonable cause, and where such explanation is plausible, the Court ought to exercise its discretion in favour of granting the extension.
14. Similarly, in In re Application for Extension of Time for Registration of a Charge by Silverspead Hardwares Limited [2021] eKLR, the Court allowed extension where the delay was attributed to an inadvertent mistake by counsel, emphasizing that such errors should not be visited on parties where no prejudice is shown.
15. The Court takes judicial notice that the purpose of registration is to give notice to third parties, not to defeat legitimate commercial transactions.
16. In the present case, the Applicants moved the Court promptly upon discovering the lapse, and the explanation tendered is in the view of the Court satisfactory.
17. Accordingly, the Court allows the application and makes the following orders:
i. The time for registration of the Replacement Charge dated 10th March 2026 over Title No. Nairobi/Block 44/215 is hereby extended by thirty (30) days from the date of this Ruling.
ii. Upon registration within the extended period, the said Charge shall be deemed to have been duly registered in compliance with the Companies Act, 2015.
iii. Costs shall be in the cause.
18. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 11TH DAY OF MAY 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
1. The application before Court is a Notice of Motion dated 5th May 2026, brought pursuant to Section 888(2) of the Companies Act, 2015; seeking, inter alia, extension of time within which to register a Replacement Charge dated 10th March 2026 over Title No. Nairobi/Block 44/215.
2. The Motion is supported by the affidavit of Everlyne Mwachinda, Advocate, who depones that although the charge was duly executed and stamp duty paid in time, its registration at the Companies Registry was not effected within the statutory period owing to delays encountered on the Ardhisasa platform attributable to registry processes.
3. The material facts are largely uncontested. The Chargor (Deveer Developers Limited) executed a Replacement Charge in favour of the Chargee (Prime Bank Limited) over Title No. Nairobi/Block 44/215 securing a sum of KShs. 382,940,000. The Charge arises from restructuring following an extension of lease and discharge of an earlier charge.
4. The Applicant avers that although stamp duty was paid in time, registration at the Companies Registry was not effected within the statutory 30 days due to delays on the Ardhisasa platform attributed to registry personnel.
5. It is deponed that registration at the lands registry has since been completed, and the Applicants are now ready to lodge the charge for registration at the Companies Registry.
6. The Applicants contend that the delay was inadvertent, not fraudulent, and that unless the orders sought are granted, the Bank’s security interest will remain unsecured.
Analysis and Determination
7. Having carefully considered the application together with the attachments, the Court finds that the sole issue for determination is whether the Applicants have met the threshold for extension of time to register a charge under Section 888(2) of the Companies Act, 2015.
8. Section 888(2) of the Companies Act empowers the Court to extend time for registration of a charge if satisfied that the failure to register within time was accidental, inadvertent, or due to sufficient cause; and that no prejudice would be occasioned to creditors or shareholders.
9. From the affidavit evidence, the Applicants attribute the delay to system and registry-related issues on the Ardhisasa platform, which had to be completed before lodging the charge at the Companies Registry.
10. In my view, that explanation falls squarely within the category of “inadvertence” or “other sufficient cause” contemplated under Section 888. The Applicants cannot be faulted for systemic or administrative delays beyond their control.
11. Further, there is no evidence placed before Court to suggest fraud, bad faith, or an intention to circumvent the law. On the contrary, the Applicants moved the Court promptly upon realizing that the statutory period had lapsed.
12. Regarding prejudice, none has been demonstrated. The supporting affidavit affirms that the shareholders of the Chargor approved the transaction and that no third-party rights have intervened. The prejudice, if any, lies on the part of the Chargee, whose security stands to be defeated if the extension is denied.
13. In Sidian Bank Limited v Registrar of Companies [2020] eKLR, the Court held that an applicant must demonstrate that the delay was not deliberate but arose from a reasonable cause, and where such explanation is plausible, the Court ought to exercise its discretion in favour of granting the extension.
14. Similarly, in In re Application for Extension of Time for Registration of a Charge by Silverspead Hardwares Limited [2021] eKLR, the Court allowed extension where the delay was attributed to an inadvertent mistake by counsel, emphasizing that such errors should not be visited on parties where no prejudice is shown.
15. The Court takes judicial notice that the purpose of registration is to give notice to third parties, not to defeat legitimate commercial transactions.
16. In the present case, the Applicants moved the Court promptly upon discovering the lapse, and the explanation tendered is in the view of the Court satisfactory.
17. Accordingly, the Court allows the application and makes the following orders:
i. The time for registration of the Replacement Charge dated 10th March 2026 over Title No. Nairobi/Block 44/215 is hereby extended by thirty (30) days from the date of this Ruling.
ii. Upon registration within the extended period, the said Charge shall be deemed to have been duly registered in compliance with the Companies Act, 2015.
iii. Costs shall be in the cause.
18. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 11TH DAY OF MAY 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court