1. This Ruling pertains to the Applicants’ two ex parte Notices of
Motion dated 26th August, 2026, brought under a Certificate of Urgency pursuant to Sections 885 and 888 of the Companies Act,
No. 17 of 2015, Order 51 of the Civil Procedure Rules, Sections
7and 3A of the Civil Procedure Act, and Part 1 Rule 3 of the High Court (Practice and Procedure) Rules.
2. Through the said applications, the Applicants have moved this Court seeking the following reliefs in the first application:
1.) THAT the Application filed herewith be certified urgent and same be heard during vacation under The High Court (Practice and Procedure) Vacation Rules.
2.) THAT costs of this Application be provided for.
3. In the second Motion of even date the Applicants seek the following orders:
1.) This application be certified as urgent and service of this application be dispensed with
2.) That this Honourable Court be pleased to extend the time within which to register the Charge dated 5th March, 2026 issued by SUPERCOAT INVESTMENT LIMITED over Title Number Nairobi/Block 22112598 in favour of FAMILY BANK LIMITED with the Registrar of Companies for such period of time as this Honourable Court shall deem appropriate as per the powers conferred on it by section 888 of the Companies Act 2015.
3.) This Honourable Court be pleased to grant an Order pursuant to Section 888 of the Companies Act 2015 that once the Charge so registered, the said Charge be deemed to have been filed with the Registrar of Companies in full compliance with the Companies Act 2015.
Background Facts
4. In his supporting affidavit, Counsel for the Applicants, Mr. Lawrence Muiruri of M/s Wangai Nyuthe & Company Advocates, depones that his firm was instructed by the 1st Applicant to prepare and register a Charge to secure credit facilities advanced to the 2nd Applicant.
5. Counsel averred that they embarked on registering the Charge on the Ardhisasa platform at the Geospatial Data Centre on 5th March,
2026.
6. However, the process took inordinately long to complete due to the self-triggering, sequential nature of the digital registration stages.
Consequently, the Charge was only fully registered at the Lands Registry and released to the advocates on 26th August, 2026. By this time the statutory 30-day period for concurrent registration at the Companies Registry had already lapsed. Counsel depones that this delay was occasioned by extraneous circumstances beyond the control of the Applicants and was not a result of negligence or want of care.
Analysis
7. As a preliminary issue, the application was brought under a Certificate of Urgency during the High Court's August/September recess. Under Part 1 Rule 3 of the High Court (Practice and Procedure) Rules, a Judge may hear urgent applications during a vacation if satisfied that delay would cause irreparable loss. Given that the statutory timeline has lapsed and the Charge risks being deemed void against liquidators and creditors under Section 885(1) of the Companies Act, the Court is satisfied that the matter warrants urgent ex parte intervention during the recess.
8. Pursuant to Section 885 of the Companies Act, No. 17 of 2015, the particulars of a registrable charge must be delivered to the Registrar of Companies within thirty days of its creation. In the event of non-
compliance, Section 888(1) of the Companies Act empowers the Court, on being satisfied that the omission was accidental, due to inadvertence, or that it is just and equitable to do so, to extend the
prescribed period for registration.
9. The omission in the present case pertains solely to the failure to register the Charge at the Companies Registry within the statutory period prescribed under Section 885 of the Companies Act. The omission is procedural in nature and, in the Court's view, clearly rectifiable. It is a matter of judicial notice, and well-established in similar precedents before this Court, that the ongoing digitization of land records and the transition to the Ardhisasa platform have occasionally resulted in systemic administrative delays outside the control of transacting parties. While it is acknowledged that non-registration at the Companies Registry may affect the enforceability of the Charge as against third parties, the failure to comply with the prescribed timeline was neither wilful nor negligent on the part of the Applicants or their advocates.
10. There is no evidence on record to suggest that the delay in registration has occasioned any prejudice to the company's creditors or members. On the contrary, the 1st Applicant has already disbursed the loan funds, and the regularisation of the registration will enhance the protection of the lender's interest and promote commercial transparency.
11. Accordingly, the Court is satisfied that the Applicants have provided a reasonable explanation for the delay, that the omission is capable of remedy, and that no prejudice has been occasioned to any party.
The Court therefore finds it just and equitable to exercise its discretion under Section 888(1) of the Companies Act.
Determination
12. In the result, the prayers sought in the Notices of Motion dated
26th August, 2026 are hereby granted. The Court makes the following orders:
a) THAT the Application dated 26th August, 2026 filed herewith is HEREBY certified urgent and the same is HEREBY heard during August/ September Recess under The High Court (Practice and Procedure) Vacation Rules.
b) That the time for registration of the Charge dated 5th March, 2026 issued by Supercoat Investment Limited over Title Number Nairobi/Block 221/2598 in favour of Family Bank Limited be and is HEREBY extended by a period of Thirty (30) days from the date of the Order herein.
c) The Registrar of Companies is HEREBY directed to accept for registration out of time the particulars of the said Charge within the extended period.
d) It is further ordered that upon registration of the said Charge within the extended period, the Charge shall be deemed to have been filed with the Registrar of Companies in full compliance with the Companies Act, 2015.
e) Given the ex parte nature of the application, there shall be no order as to costs.
f) This file is HEREBY marked as closed.
13. It is so ordered.
DATED, SIGNED AND DELIVERED AT MILIMANI THIS 27TH DAY OF AUGUST, 2026.
NJOROGE BENJAMIN K.
JUDGE
Motion dated 26th August, 2026, brought under a Certificate of Urgency pursuant to Sections 885 and 888 of the Companies Act,
No. 17 of 2015, Order 51 of the Civil Procedure Rules, Sections
7and 3A of the Civil Procedure Act, and Part 1 Rule 3 of the High Court (Practice and Procedure) Rules.
2. Through the said applications, the Applicants have moved this Court seeking the following reliefs in the first application:
1.) THAT the Application filed herewith be certified urgent and same be heard during vacation under The High Court (Practice and Procedure) Vacation Rules.
2.) THAT costs of this Application be provided for.
3. In the second Motion of even date the Applicants seek the following orders:
1.) This application be certified as urgent and service of this application be dispensed with
2.) That this Honourable Court be pleased to extend the time within which to register the Charge dated 5th March, 2026 issued by SUPERCOAT INVESTMENT LIMITED over Title Number Nairobi/Block 22112598 in favour of FAMILY BANK LIMITED with the Registrar of Companies for such period of time as this Honourable Court shall deem appropriate as per the powers conferred on it by section 888 of the Companies Act 2015.
3.) This Honourable Court be pleased to grant an Order pursuant to Section 888 of the Companies Act 2015 that once the Charge so registered, the said Charge be deemed to have been filed with the Registrar of Companies in full compliance with the Companies Act 2015.
Background Facts
4. In his supporting affidavit, Counsel for the Applicants, Mr. Lawrence Muiruri of M/s Wangai Nyuthe & Company Advocates, depones that his firm was instructed by the 1st Applicant to prepare and register a Charge to secure credit facilities advanced to the 2nd Applicant.
5. Counsel averred that they embarked on registering the Charge on the Ardhisasa platform at the Geospatial Data Centre on 5th March,
2026.
6. However, the process took inordinately long to complete due to the self-triggering, sequential nature of the digital registration stages.
Consequently, the Charge was only fully registered at the Lands Registry and released to the advocates on 26th August, 2026. By this time the statutory 30-day period for concurrent registration at the Companies Registry had already lapsed. Counsel depones that this delay was occasioned by extraneous circumstances beyond the control of the Applicants and was not a result of negligence or want of care.
Analysis
7. As a preliminary issue, the application was brought under a Certificate of Urgency during the High Court's August/September recess. Under Part 1 Rule 3 of the High Court (Practice and Procedure) Rules, a Judge may hear urgent applications during a vacation if satisfied that delay would cause irreparable loss. Given that the statutory timeline has lapsed and the Charge risks being deemed void against liquidators and creditors under Section 885(1) of the Companies Act, the Court is satisfied that the matter warrants urgent ex parte intervention during the recess.
8. Pursuant to Section 885 of the Companies Act, No. 17 of 2015, the particulars of a registrable charge must be delivered to the Registrar of Companies within thirty days of its creation. In the event of non-
compliance, Section 888(1) of the Companies Act empowers the Court, on being satisfied that the omission was accidental, due to inadvertence, or that it is just and equitable to do so, to extend the
prescribed period for registration.
9. The omission in the present case pertains solely to the failure to register the Charge at the Companies Registry within the statutory period prescribed under Section 885 of the Companies Act. The omission is procedural in nature and, in the Court's view, clearly rectifiable. It is a matter of judicial notice, and well-established in similar precedents before this Court, that the ongoing digitization of land records and the transition to the Ardhisasa platform have occasionally resulted in systemic administrative delays outside the control of transacting parties. While it is acknowledged that non-registration at the Companies Registry may affect the enforceability of the Charge as against third parties, the failure to comply with the prescribed timeline was neither wilful nor negligent on the part of the Applicants or their advocates.
10. There is no evidence on record to suggest that the delay in registration has occasioned any prejudice to the company's creditors or members. On the contrary, the 1st Applicant has already disbursed the loan funds, and the regularisation of the registration will enhance the protection of the lender's interest and promote commercial transparency.
11. Accordingly, the Court is satisfied that the Applicants have provided a reasonable explanation for the delay, that the omission is capable of remedy, and that no prejudice has been occasioned to any party.
The Court therefore finds it just and equitable to exercise its discretion under Section 888(1) of the Companies Act.
Determination
12. In the result, the prayers sought in the Notices of Motion dated
26th August, 2026 are hereby granted. The Court makes the following orders:
a) THAT the Application dated 26th August, 2026 filed herewith is HEREBY certified urgent and the same is HEREBY heard during August/ September Recess under The High Court (Practice and Procedure) Vacation Rules.
b) That the time for registration of the Charge dated 5th March, 2026 issued by Supercoat Investment Limited over Title Number Nairobi/Block 221/2598 in favour of Family Bank Limited be and is HEREBY extended by a period of Thirty (30) days from the date of the Order herein.
c) The Registrar of Companies is HEREBY directed to accept for registration out of time the particulars of the said Charge within the extended period.
d) It is further ordered that upon registration of the said Charge within the extended period, the Charge shall be deemed to have been filed with the Registrar of Companies in full compliance with the Companies Act, 2015.
e) Given the ex parte nature of the application, there shall be no order as to costs.
f) This file is HEREBY marked as closed.
13. It is so ordered.
DATED, SIGNED AND DELIVERED AT MILIMANI THIS 27TH DAY OF AUGUST, 2026.
NJOROGE BENJAMIN K.
JUDGE