1. Before this Court is a Notice of Motion application dated 9th July, 2026, brought under a Certificate of Urgency by Frankscope Enterprises Limited (the Applicant). The Applicant seeks an extension of time by a further thirty (30) days to register a Charge dated 28th May, 2026 in favour of NCBA Bank Kenya PLC for the sum of Kshs 5,096,000/- over Apartment No. 6B15 in Block "B" Baker Court "Northlands Heights Apartments" (registered as Ruiru/Kiu Block 28/6/LTL/3/LTB/738) with the Registrar of Companies.
2. The Application seeks the following orders:
1. THAT this Honourable Court be pleased to certify this Application as urgent and the same be heard ex-parte on priority basis.
2. THAT this Honourable Court be pleased to extend the time within which to register the Charge dated 28th May 2026 by Frankscope Enterprises Limited for Kshs.5,096,000/- over Apartment No.6B15 in Block “B” Baker Court “Northlands Heights Apartments” registered as Ruiru/Kiu Block 28/6/LTL/3/LTB/738 erected on Title No.Ruiru/Kiu Block 28/6/LTL/3 being part of Title Number Ruiru/Kiu Block 28/6, with the Registrar of Companies by a further thirty (30) days as per the powers conferred on it by section 888 of the Companies Act, 2015.
3. THAT the Registrar of Companies demands no further payment beyond the statutory registrations fees payable when the Charge is lodged for registration at the Companies Registry.
4. THAT the costs of this Application be in the cause.
3. The Application is supported by the Affidavit of R. Wanjiru Nderitu, Advocate, sworn on 9th July, 2026. She depones that the Charge was created on 28th May, 2026 and properly registered at the Land Registry on 17th June, 2026, but the perfected documents were only delivered to their offices by the developer's advocates on 9th July, 2026. Consequently, the 30-day statutory window prescribed under the Companies Act for secondary registration at the Companies Registry lapsed. The Applicant avers that the delay was inadvertent, was occasioned by administrative circumstances beyond their control, and that extending the time will not prejudice the Company's creditors or shareholders.
4. The law governing this application is Section 888(1) of the Companies Act, 2015, which empowers the Court to extend the prescribed 30-day period for registering a charge if it is satisfied that the omission 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, or that on other grounds it is just and equitable to grant relief.
5. This Court is guided by the persuasive precedent of the High Court in In Re Gulf African Bank Ltd (Miscellaneous Application E648 of 2026) [2026] KEHC 8156 (KLR). In that matter, the Court established that where the failure to comply with the prescribed timeline under Section 885 is neither wilful nor negligent, the delay should not defeat an otherwise valid security instrument. As espoused in that decision, Article 159(2)(d) of the Constitution enjoins Courts to administer justice without undue regard to procedural technicalities, favouring the promotion of substantive rights and commercial certainty.
6. Having reviewed the uncontroverted Affidavit on record, the Court is satisfied that the delay in lodging the charge was occasioned by logistical delays between the respective law firms handling the land registration and companies’ registry processes. The omission was neither deliberate nor malicious. The Court further finds no evidence that granting this extension will occasion any prejudice to the creditors or shareholders of Frankscope Enterprises Limited, nor will it prejudice any intervening rights. It is therefore just and equitable to exercise the Court's discretion under Section 888 of the Companies Act, 2015 to grant the extension sought.
7. No evidence has been led to show that the Registrar of Companies has sought any other fees other than the statutory fees. The order sought is deemed premature.
Determination
8. Consequently, the Notice of Motion Application dated 9th July, 2026 is allowed in the following terms:
1. THAT this Honourable Court HEREBY certifies this Application as urgent and the same is HEREBY heard ex-parte on priority basis.
2. THAT this Honourable Court HEREBY extends the time within which to register the Charge dated 28th May, 2026 by Frankscope Enterprises Limited for Kshs.5,096,000/- over Apartment No.6B15 in Block “B” Baker Court “Northlands Heights Apartments” registered as Ruiru/Kiu Block 28/6/LTL/3/LTB/738 erected on Title No.Ruiru/Kiu Block 28/6/LTL/3 being part of Title Number Ruiru/Kiu Block 28/6, with the Registrar of Companies by a further thirty (30) days as per the powers conferred on it by section 888 of the Companies Act, 2015.
3. THAT the costs of this Application be in the cause
9. THAT this file is HEREBY marked as closed.
10. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI THIS 13TH DAY OF JULY 2026.
NJOROGE BENJAMIN K.
JUDGE
2. The Application seeks the following orders:
1. THAT this Honourable Court be pleased to certify this Application as urgent and the same be heard ex-parte on priority basis.
2. THAT this Honourable Court be pleased to extend the time within which to register the Charge dated 28th May 2026 by Frankscope Enterprises Limited for Kshs.5,096,000/- over Apartment No.6B15 in Block “B” Baker Court “Northlands Heights Apartments” registered as Ruiru/Kiu Block 28/6/LTL/3/LTB/738 erected on Title No.Ruiru/Kiu Block 28/6/LTL/3 being part of Title Number Ruiru/Kiu Block 28/6, with the Registrar of Companies by a further thirty (30) days as per the powers conferred on it by section 888 of the Companies Act, 2015.
3. THAT the Registrar of Companies demands no further payment beyond the statutory registrations fees payable when the Charge is lodged for registration at the Companies Registry.
4. THAT the costs of this Application be in the cause.
3. The Application is supported by the Affidavit of R. Wanjiru Nderitu, Advocate, sworn on 9th July, 2026. She depones that the Charge was created on 28th May, 2026 and properly registered at the Land Registry on 17th June, 2026, but the perfected documents were only delivered to their offices by the developer's advocates on 9th July, 2026. Consequently, the 30-day statutory window prescribed under the Companies Act for secondary registration at the Companies Registry lapsed. The Applicant avers that the delay was inadvertent, was occasioned by administrative circumstances beyond their control, and that extending the time will not prejudice the Company's creditors or shareholders.
4. The law governing this application is Section 888(1) of the Companies Act, 2015, which empowers the Court to extend the prescribed 30-day period for registering a charge if it is satisfied that the omission 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, or that on other grounds it is just and equitable to grant relief.
5. This Court is guided by the persuasive precedent of the High Court in In Re Gulf African Bank Ltd (Miscellaneous Application E648 of 2026) [2026] KEHC 8156 (KLR). In that matter, the Court established that where the failure to comply with the prescribed timeline under Section 885 is neither wilful nor negligent, the delay should not defeat an otherwise valid security instrument. As espoused in that decision, Article 159(2)(d) of the Constitution enjoins Courts to administer justice without undue regard to procedural technicalities, favouring the promotion of substantive rights and commercial certainty.
6. Having reviewed the uncontroverted Affidavit on record, the Court is satisfied that the delay in lodging the charge was occasioned by logistical delays between the respective law firms handling the land registration and companies’ registry processes. The omission was neither deliberate nor malicious. The Court further finds no evidence that granting this extension will occasion any prejudice to the creditors or shareholders of Frankscope Enterprises Limited, nor will it prejudice any intervening rights. It is therefore just and equitable to exercise the Court's discretion under Section 888 of the Companies Act, 2015 to grant the extension sought.
7. No evidence has been led to show that the Registrar of Companies has sought any other fees other than the statutory fees. The order sought is deemed premature.
Determination
8. Consequently, the Notice of Motion Application dated 9th July, 2026 is allowed in the following terms:
1. THAT this Honourable Court HEREBY certifies this Application as urgent and the same is HEREBY heard ex-parte on priority basis.
2. THAT this Honourable Court HEREBY extends the time within which to register the Charge dated 28th May, 2026 by Frankscope Enterprises Limited for Kshs.5,096,000/- over Apartment No.6B15 in Block “B” Baker Court “Northlands Heights Apartments” registered as Ruiru/Kiu Block 28/6/LTL/3/LTB/738 erected on Title No.Ruiru/Kiu Block 28/6/LTL/3 being part of Title Number Ruiru/Kiu Block 28/6, with the Registrar of Companies by a further thirty (30) days as per the powers conferred on it by section 888 of the Companies Act, 2015.
3. THAT the costs of this Application be in the cause
9. THAT this file is HEREBY marked as closed.
10. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI THIS 13TH DAY OF JULY 2026.
NJOROGE BENJAMIN K.
JUDGE