Introduction
1. Before this Court for determination is the Applicant’s Ex Parte Notice of Motion dated 11th May 2026. The application is brought under Sections 878, 885, and 888 of the Companies Act, No. 17 of 2015, and Sections 1A, 1B, and 3A of the Civil Procedure Act (Cap 21).
2. The Applicant, Equity Bank Kenya Limited, primarily seeks the order that they be granted an extension of time by a further thirty (30) days from the date of the order to register a Charge dated 24th March 2026 with the Registrar of Companies. The subject property is Land Title Number NAIROBI/BLOCK221/1312, registered in the name of Young Traders Tigoni Limited.
3. The application is supported by the grounds on the face of the motion and the Supporting Affidavit of Leah Mweu, an Advocate of the High Court of Kenya practicing with the firm of KOMM Advocates, sworn on 11th May 2026. Attached to the affidavit as exhibit "LM-1" is an extract of the disputed Charge instrument.
4. From the pleadings and the supporting affidavit, the Applicant’s case is that they instructed Messrs. KOMM Advocates to register a charge over Land Title Number NAIROBI/BLOCK221/1312 to secure a loan facility of KES 400,000,000.00. The charge instrument was duly drawn and created on 24th March 2026.
5. Pursuant to Sections 878(1) & (4) and 885(1) of the Companies Act, a charge created by a company over its land must be registered with the Registrar of Companies within thirty (30) days of its execution or creation. For the current transaction, the statutory deadline fell on 24th April 2026.
6. The Applicant deposes that the charge instrument was successfully presented to the Land Registry, as evidenced by Form LRA-53 (Presentation Book Tracking No. REG/CHAR/605XNVALWQ), showing receipt by the registry on 15th April 2026. However, due to administrative delays at the Land Registry, the Land Registrar was unable to officially seal and release the registered charge in good time to allow registration with the Registrar of Companies before the 24th April 2026 deadline.
7. The Applicant contends that the failure to register the charge within the statutory period was not deliberate but was attributable to a reasonable cause—namely, the delay at the Land Registry.
8. It is further contended that the omission is entirely inadvertent and will not prejudice the positions of the creditors or members of the company. The Applicant avers that it stands to suffer irreparable loss and financial damage if the security is not registered, as it cannot safely disburse the KES 400,000,000.00 facility without perfected security.
Analysis and Determination
9. Having considered the Notice of Motion, the Supporting Affidavit, and the statutory provisions cited, the central question for determination is whether sufficient and reasonable grounds exist under the law to warrant the exercise of the Court’s discretion to extend time.
10. The registration of charges created by companies is governed strictly by Part XXXII of the Companies Act, 2015. Section 888 of the Act expressly clothes this Court with the jurisdiction to remedy an omission or misstatement in the registration of a charge. It stipulates that where the Court is satisfied that the failure to register a charge within the statutory period:
(a) was accidental or due to inadvertence or to some other sufficient cause, or
(b) is not of a nature to prejudice the position of creditors or shareholders of the company,
11. The Court may, on the application of the company or any person interested, and on such terms and conditions as seem to the Court just and expedient, order the period for registration to be extended.
12. The Applicant, as the intended Chargee, is an interested party under Section 888 and is fully entitled to seek this relief.
13. The statutory window for registration under the Companies Act is thirty (30) days. The Charge herein was created on 24th March 2026. The statutory timeline expired on 24th April 2026. The Applicant moved this court on 11th May 2026, meaning the delay is less than three weeks.
14. The material exhibits placed before this Court—specifically the LRA-53 booking printout—confirm that the Applicant’s counsel lodged the document at the Land Registry on 15th April 2026, well within the statutory timeline. The delay in extracting the sealed document was an administrative bottleneck at the Land Registry, entirely outside the control of the Applicant or its legal counsel.
15. This Court finds that administrative delays within public land registries constitute a "reasonable and sufficient cause" under Section 888 of the Companies Act.
16. Furthermore, there is nothing before the Court to suggest that extending time will prejudice the company's members or existing creditors. To the contrary, the registration of the charge is essential to perfect the security for a commercial loan facility of KES 400,000,000.00, which is intended to advance the business operations of the parties involved. Denying this application would unconscionably imperil the commercial transaction and leave the lender exposed without viable security.
17. In exercising this discretion, the Court is guided by the principle established in National Bank of Kenya Ltd v Michael Ndungu [2018] eKLR, which emphasizes that where a delay is explained, and no third-party interests are prejudiced, the Court should favor the perfection of substantive security interests over procedural technicalities.
18. In the upshot, this Court is satisfied that the Applicant has met the threshold required under Section 888 of the Companies Act, 2015. The delay was neither intentional nor contumacious, but rather attributable to a reasonable external cause. It is in the interest of justice that commercial efficacy be preserved.
19. Accordingly, the Applicant is hereby granted an extension of time of thirty (30) days from the date of this ruling, within which to register with the Registrar of Companies the Charge dated 24th March 2026 over property Land Title Number NAIROBI/BLOCK221/1312 registered in the name of Young Traders Tigoni Limited.
20. There shall be no order as to costs.
21. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 15TH DAY OF MAY 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
In the presence of: -
C/A – Moses
…………………. for the Applicant
….……………. for the Respondent
1. Before this Court for determination is the Applicant’s Ex Parte Notice of Motion dated 11th May 2026. The application is brought under Sections 878, 885, and 888 of the Companies Act, No. 17 of 2015, and Sections 1A, 1B, and 3A of the Civil Procedure Act (Cap 21).
2. The Applicant, Equity Bank Kenya Limited, primarily seeks the order that they be granted an extension of time by a further thirty (30) days from the date of the order to register a Charge dated 24th March 2026 with the Registrar of Companies. The subject property is Land Title Number NAIROBI/BLOCK221/1312, registered in the name of Young Traders Tigoni Limited.
3. The application is supported by the grounds on the face of the motion and the Supporting Affidavit of Leah Mweu, an Advocate of the High Court of Kenya practicing with the firm of KOMM Advocates, sworn on 11th May 2026. Attached to the affidavit as exhibit "LM-1" is an extract of the disputed Charge instrument.
4. From the pleadings and the supporting affidavit, the Applicant’s case is that they instructed Messrs. KOMM Advocates to register a charge over Land Title Number NAIROBI/BLOCK221/1312 to secure a loan facility of KES 400,000,000.00. The charge instrument was duly drawn and created on 24th March 2026.
5. Pursuant to Sections 878(1) & (4) and 885(1) of the Companies Act, a charge created by a company over its land must be registered with the Registrar of Companies within thirty (30) days of its execution or creation. For the current transaction, the statutory deadline fell on 24th April 2026.
6. The Applicant deposes that the charge instrument was successfully presented to the Land Registry, as evidenced by Form LRA-53 (Presentation Book Tracking No. REG/CHAR/605XNVALWQ), showing receipt by the registry on 15th April 2026. However, due to administrative delays at the Land Registry, the Land Registrar was unable to officially seal and release the registered charge in good time to allow registration with the Registrar of Companies before the 24th April 2026 deadline.
7. The Applicant contends that the failure to register the charge within the statutory period was not deliberate but was attributable to a reasonable cause—namely, the delay at the Land Registry.
8. It is further contended that the omission is entirely inadvertent and will not prejudice the positions of the creditors or members of the company. The Applicant avers that it stands to suffer irreparable loss and financial damage if the security is not registered, as it cannot safely disburse the KES 400,000,000.00 facility without perfected security.
Analysis and Determination
9. Having considered the Notice of Motion, the Supporting Affidavit, and the statutory provisions cited, the central question for determination is whether sufficient and reasonable grounds exist under the law to warrant the exercise of the Court’s discretion to extend time.
10. The registration of charges created by companies is governed strictly by Part XXXII of the Companies Act, 2015. Section 888 of the Act expressly clothes this Court with the jurisdiction to remedy an omission or misstatement in the registration of a charge. It stipulates that where the Court is satisfied that the failure to register a charge within the statutory period:
(a) was accidental or due to inadvertence or to some other sufficient cause, or
(b) is not of a nature to prejudice the position of creditors or shareholders of the company,
11. The Court may, on the application of the company or any person interested, and on such terms and conditions as seem to the Court just and expedient, order the period for registration to be extended.
12. The Applicant, as the intended Chargee, is an interested party under Section 888 and is fully entitled to seek this relief.
13. The statutory window for registration under the Companies Act is thirty (30) days. The Charge herein was created on 24th March 2026. The statutory timeline expired on 24th April 2026. The Applicant moved this court on 11th May 2026, meaning the delay is less than three weeks.
14. The material exhibits placed before this Court—specifically the LRA-53 booking printout—confirm that the Applicant’s counsel lodged the document at the Land Registry on 15th April 2026, well within the statutory timeline. The delay in extracting the sealed document was an administrative bottleneck at the Land Registry, entirely outside the control of the Applicant or its legal counsel.
15. This Court finds that administrative delays within public land registries constitute a "reasonable and sufficient cause" under Section 888 of the Companies Act.
16. Furthermore, there is nothing before the Court to suggest that extending time will prejudice the company's members or existing creditors. To the contrary, the registration of the charge is essential to perfect the security for a commercial loan facility of KES 400,000,000.00, which is intended to advance the business operations of the parties involved. Denying this application would unconscionably imperil the commercial transaction and leave the lender exposed without viable security.
17. In exercising this discretion, the Court is guided by the principle established in National Bank of Kenya Ltd v Michael Ndungu [2018] eKLR, which emphasizes that where a delay is explained, and no third-party interests are prejudiced, the Court should favor the perfection of substantive security interests over procedural technicalities.
18. In the upshot, this Court is satisfied that the Applicant has met the threshold required under Section 888 of the Companies Act, 2015. The delay was neither intentional nor contumacious, but rather attributable to a reasonable external cause. It is in the interest of justice that commercial efficacy be preserved.
19. Accordingly, the Applicant is hereby granted an extension of time of thirty (30) days from the date of this ruling, within which to register with the Registrar of Companies the Charge dated 24th March 2026 over property Land Title Number NAIROBI/BLOCK221/1312 registered in the name of Young Traders Tigoni Limited.
20. There shall be no order as to costs.
21. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 15TH DAY OF MAY 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
In the presence of: -
C/A – Moses
…………………. for the Applicant
….……………. for the Respondent