1. This Ruling is in respect of a Chamber Summons and a Notice of Motion, both dated 9th September 2026, brought under a Certificate of Urgency. Through the Chamber Summons, the Applicant, Freight Lane Hotel Limited, seeks leave for the Application to be admitted and heard during the High Court vacation pursuant to Rule 3(1) and (2) of the High Court (Practice and Procedure) Rules and the Judicature Act, Cap 8.
Background Facts
2. Substantively, the Notice of Motion seeks an order that the time to register a Charge dated 20th July 2026, issued by the Applicant in favour of the Interested Party, NCBA Bank Kenya PLC, at the Companies Registry be extended by thirty (30) days from the date of the Court's order, pursuant to Section 888(2)(b) of the Companies Act, 2015.
3. The Application is supported by the Affidavit of Rohan Patel, a Director of the Applicant, sworn on 9th September 2026, and the Affidavit of Shellomith Irungu, Advocate for the Applicant, detailing the necessity of a hearing during the court's vacation period. Further, a Certificate of Electronic Evidence sworn by Trevor Ngile, Advocate, was filed pursuant to Section 106B (4) of the Evidence Act to support the admissibility of digital records retrieved from the Ministry of Lands' Ardhisasa platform.
4. The Interested Party does not oppose the Application. It has filed a Supporting Affidavit sworn by Kenneth Mawira, Senior Legal Counsel at NCBA Bank Kenya PLC, confirming that the Interested Party has no objection to the leave being granted as sought by the Applicant.
5. The factual matrix underpinning the Application is straightforward. By way of a letter of offer dated 2nd April 2026, the Applicant was advanced banking facilities up to a maximum principal amount of United States Dollars Thirteen Million, Two Hundred and Fifty Thousand (USD 13,250,000) by the Interested Party. This facility was to be secured by the subject Charge over the property known as Title Number Nairobi/Block165/578.
6. The statutory thirty-day period for lodging the Charge at the Companies Registry lapsed while the Applicant awaited the completion of the primary registration process on the Ministry of Lands' Ardhisasa platform.
7. The Applicant avers that the delay in registration on the Ardhisasa platform arose exclusively from administrative and systemic lethargy within the Lands Registry and was entirely outside the control of the Applicant, the Interested Party, and the Applicant's Advocates.
Issues for Determination
8. The Court has perused the Application, the Supporting Affidavits, and the annexed documentary evidence. The Application being unopposed, the Court is of the view that two issues arise to dispose of the matter:
a.) Whether the Application meets the threshold to be heard during the High Court vacation.
b.) Whether sufficient cause has been shown to warrant an extension of time to register the Charge pursuant to Section 888 of the Companies Act, 2015.
Analysis
9. The Court will proceed to analyze the two issues framed for consideration in seriatim.
a) Whether the Application meets the threshold to be heard during the High Court vacation.
10. The Applicant approached this Court via a Chamber Summons under Rule 3 of the High Court (Practice and Procedure) Rules, seeking leave to be heard during the vacation.
11. The Court is alive to the provisions of Rule 3(2) of the High Court (Practice and Procedure) Rules and Section 10 of the Judicature Act, which permit the hearing of matters during the Court vacation provided that a certificate of urgency demonstrates exceptional circumstances, or establishes that irreparable harm would occur if the matter were to await the regular term.
12. In the instant case, the unperfected security involves a substantial commercial facility of USD 13,250,000. The perfection of such securities is highly time-sensitive. Delaying the perfection process until the end of the vacation period would severely prejudice the commercial interests of both parties, jeopardize the Interested Party's secured financial position, and expose the transaction to unnecessary regulatory and credit risks. The Court is therefore satisfied that the urgency of the matter, coupled with the commercial significance of the facilities, warrants the Court's intervention during the vacation. The Application is properly admitted for hearing.
b) Whether sufficient cause has been shown to warrant an extension of time.
13. Section 888(1) of the Companies Act, 2015 grants the Court discretionary power to extend the time for registration of a charget. This is if it is satisfied that the omission to register within the prescribed thirty-day statutory window 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.
14. The parameters for the exercise of this judicial discretion were clearly outlined in In re Application for Extension of time for Registration of a Charge by Silverspead Hardwares Limited in Favour of Bank of Baroda (Kenya) Limited [2021] KEELC 2015 (KLR). In that decision, the Court emphasized that it must consider four parameters: whether the delay was accidental or due to inadvertence; whether non-compliance has prejudiced creditors or members; whether the mistake is rectifiable; and if granting the extension is just, equitable, fair, and reasonable.
15. Furthermore, in Bank of Baroda Kenya Limited & 2 others v Registrar of Companies [2025] KEHC 14682 (KLR), the Court held that an omission pertaining solely to the failure to register a debenture at the Companies Registry within the statutory period, where the instrument was duly executed, assessed for stamp duty, franked, and registered at the Lands Registry, is purely procedural in nature and clearly rectifiable.
16. More recently, in In re an Application by High Nutrition and Health Limited and Prime Bank Limited for Leave to Register A Debenture Out of Time [2026] KEHC 1066 (KLR), this Court dealt with an analogous situation where a systemic delay on a government digital platform prevented the timely registration of a security instrument. The Court held that where a delay arises from a system failure or administrative process and is untainted by bad faith or neglect, it constitutes sufficient cause for an extension, provided no third-party prejudice is demonstrated.
17. Applying these principles to the circumstances of the present case, it is evident that the Applicant lodged the Charge on the Ardhisasa platform promptly on 21st July 2026, exactly one day after execution. The subsequent delay up to 25th August 2026, when the approval notification was finally generated, was a direct result of administrative lethargy within the Lands Registry's digital platform, a factor completely beyond the Applicant's control.
18. This omission is purely procedural and highly rectifiable. Furthermore, the Interested Party, whose security is at stake, has expressly consented to the Application through a sworn affidavit, confirming that no prejudice will be suffered by the extension. Denying the extension would unjustly penalize the parties for a systemic delay and defeat the commercial purpose of the facility. It is, therefore, just and equitable that the time for registration be enlarged.
Determination
19. The Court finds that the Applicant has laid a sufficient basis for the enlargement of time to register the Charge outside the statutory period. The Application way of a Notice of Motion dated 9th September, 2026 is merited and is hereby allowed.
20. Accordingly, the Court issues the following orders:
(a) The Application by way of a Chamber Summons dated 9th September 2026 is hereby certified urgent and admitted for hearing during the High Court vacation.
(b) The time for the registration of the Charge dated 20th July 2026 issued by the Applicant in favour of the Interested Party, NCBA Bank Kenya PLC, at the Companies Registry is extended by thirty (30) days from the date of this Ruling, pursuant to Section 888(2)(b) of the Companies Act, 2015.
(c) The Registrar of Companies shall accept the instrument for registration within the extended period.
(d) There shall be no orders as to costs.
21. It is so ordered.
22. This file is marked as closed.
DATED, SIGNED AND DELIVERED AT MILIMANI THIS 10TH DAY OF SEPTEMBER, 2026
NJOROGE BENJAMIN K.
JUDGE
Background Facts
2. Substantively, the Notice of Motion seeks an order that the time to register a Charge dated 20th July 2026, issued by the Applicant in favour of the Interested Party, NCBA Bank Kenya PLC, at the Companies Registry be extended by thirty (30) days from the date of the Court's order, pursuant to Section 888(2)(b) of the Companies Act, 2015.
3. The Application is supported by the Affidavit of Rohan Patel, a Director of the Applicant, sworn on 9th September 2026, and the Affidavit of Shellomith Irungu, Advocate for the Applicant, detailing the necessity of a hearing during the court's vacation period. Further, a Certificate of Electronic Evidence sworn by Trevor Ngile, Advocate, was filed pursuant to Section 106B (4) of the Evidence Act to support the admissibility of digital records retrieved from the Ministry of Lands' Ardhisasa platform.
4. The Interested Party does not oppose the Application. It has filed a Supporting Affidavit sworn by Kenneth Mawira, Senior Legal Counsel at NCBA Bank Kenya PLC, confirming that the Interested Party has no objection to the leave being granted as sought by the Applicant.
5. The factual matrix underpinning the Application is straightforward. By way of a letter of offer dated 2nd April 2026, the Applicant was advanced banking facilities up to a maximum principal amount of United States Dollars Thirteen Million, Two Hundred and Fifty Thousand (USD 13,250,000) by the Interested Party. This facility was to be secured by the subject Charge over the property known as Title Number Nairobi/Block165/578.
6. The statutory thirty-day period for lodging the Charge at the Companies Registry lapsed while the Applicant awaited the completion of the primary registration process on the Ministry of Lands' Ardhisasa platform.
7. The Applicant avers that the delay in registration on the Ardhisasa platform arose exclusively from administrative and systemic lethargy within the Lands Registry and was entirely outside the control of the Applicant, the Interested Party, and the Applicant's Advocates.
Issues for Determination
8. The Court has perused the Application, the Supporting Affidavits, and the annexed documentary evidence. The Application being unopposed, the Court is of the view that two issues arise to dispose of the matter:
a.) Whether the Application meets the threshold to be heard during the High Court vacation.
b.) Whether sufficient cause has been shown to warrant an extension of time to register the Charge pursuant to Section 888 of the Companies Act, 2015.
Analysis
9. The Court will proceed to analyze the two issues framed for consideration in seriatim.
a) Whether the Application meets the threshold to be heard during the High Court vacation.
10. The Applicant approached this Court via a Chamber Summons under Rule 3 of the High Court (Practice and Procedure) Rules, seeking leave to be heard during the vacation.
11. The Court is alive to the provisions of Rule 3(2) of the High Court (Practice and Procedure) Rules and Section 10 of the Judicature Act, which permit the hearing of matters during the Court vacation provided that a certificate of urgency demonstrates exceptional circumstances, or establishes that irreparable harm would occur if the matter were to await the regular term.
12. In the instant case, the unperfected security involves a substantial commercial facility of USD 13,250,000. The perfection of such securities is highly time-sensitive. Delaying the perfection process until the end of the vacation period would severely prejudice the commercial interests of both parties, jeopardize the Interested Party's secured financial position, and expose the transaction to unnecessary regulatory and credit risks. The Court is therefore satisfied that the urgency of the matter, coupled with the commercial significance of the facilities, warrants the Court's intervention during the vacation. The Application is properly admitted for hearing.
b) Whether sufficient cause has been shown to warrant an extension of time.
13. Section 888(1) of the Companies Act, 2015 grants the Court discretionary power to extend the time for registration of a charget. This is if it is satisfied that the omission to register within the prescribed thirty-day statutory window 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.
14. The parameters for the exercise of this judicial discretion were clearly outlined in In re Application for Extension of time for Registration of a Charge by Silverspead Hardwares Limited in Favour of Bank of Baroda (Kenya) Limited [2021] KEELC 2015 (KLR). In that decision, the Court emphasized that it must consider four parameters: whether the delay was accidental or due to inadvertence; whether non-compliance has prejudiced creditors or members; whether the mistake is rectifiable; and if granting the extension is just, equitable, fair, and reasonable.
15. Furthermore, in Bank of Baroda Kenya Limited & 2 others v Registrar of Companies [2025] KEHC 14682 (KLR), the Court held that an omission pertaining solely to the failure to register a debenture at the Companies Registry within the statutory period, where the instrument was duly executed, assessed for stamp duty, franked, and registered at the Lands Registry, is purely procedural in nature and clearly rectifiable.
16. More recently, in In re an Application by High Nutrition and Health Limited and Prime Bank Limited for Leave to Register A Debenture Out of Time [2026] KEHC 1066 (KLR), this Court dealt with an analogous situation where a systemic delay on a government digital platform prevented the timely registration of a security instrument. The Court held that where a delay arises from a system failure or administrative process and is untainted by bad faith or neglect, it constitutes sufficient cause for an extension, provided no third-party prejudice is demonstrated.
17. Applying these principles to the circumstances of the present case, it is evident that the Applicant lodged the Charge on the Ardhisasa platform promptly on 21st July 2026, exactly one day after execution. The subsequent delay up to 25th August 2026, when the approval notification was finally generated, was a direct result of administrative lethargy within the Lands Registry's digital platform, a factor completely beyond the Applicant's control.
18. This omission is purely procedural and highly rectifiable. Furthermore, the Interested Party, whose security is at stake, has expressly consented to the Application through a sworn affidavit, confirming that no prejudice will be suffered by the extension. Denying the extension would unjustly penalize the parties for a systemic delay and defeat the commercial purpose of the facility. It is, therefore, just and equitable that the time for registration be enlarged.
Determination
19. The Court finds that the Applicant has laid a sufficient basis for the enlargement of time to register the Charge outside the statutory period. The Application way of a Notice of Motion dated 9th September, 2026 is merited and is hereby allowed.
20. Accordingly, the Court issues the following orders:
(a) The Application by way of a Chamber Summons dated 9th September 2026 is hereby certified urgent and admitted for hearing during the High Court vacation.
(b) The time for the registration of the Charge dated 20th July 2026 issued by the Applicant in favour of the Interested Party, NCBA Bank Kenya PLC, at the Companies Registry is extended by thirty (30) days from the date of this Ruling, pursuant to Section 888(2)(b) of the Companies Act, 2015.
(c) The Registrar of Companies shall accept the instrument for registration within the extended period.
(d) There shall be no orders as to costs.
21. It is so ordered.
22. This file is marked as closed.
DATED, SIGNED AND DELIVERED AT MILIMANI THIS 10TH DAY OF SEPTEMBER, 2026
NJOROGE BENJAMIN K.
JUDGE