1. Before the Court is a Notice of Motion dated 12th February 2026 brought under Section 888 of the Companies Act, 2015, in which the Applicant, Hyrax Developers Limited, seeks the following substantive order:
“That this Honourable Court be pleased to extend time for the registration of the Discharge and Charge over Land Reference Number 12197/6 (IR 213416) dated 9th December 2024.”
2. The application is supported by the Affidavit of Bett Winny Jepkoech, an Advocate with conduct of the transaction on behalf of the Applicant. The grounds advanced are that:
i. The Discharge and Charge instruments were prepared and executed to facilitate financing advanced by KCB Bank Kenya Limited to Lexco One Limited, with the Applicant acting as Chargor.
ii. Registration at the Lands Registry encountered delays owing to prior discharge processes relating to I\&M Bank Limited, and the Companies Registry thereafter insisted that the instruments first be registered at the Lands Registry before being lodged with the Registrar of Companies.
iii. As a result, the statutory 30-day period for registration at the Companies Registry could not be met.
3. The Applicant states that the delay was inadvertent and not attributable to any fault of the parties.
Determination and Analysis
4. Having considered the pleadings and the applicable statutory regime, the Court finds that the sole issue for determination is whether the Court should exercise its discretion under Section 888 of the Companies Act, 2015 to extend time for registration of the charge.
5. Section 888 grants the High Court discretion to extend the statutory timelines for filing and registration of charges where default in timely registration is “due to accident, inadvertence or some other sufficient cause” and where no prejudice will be occasioned to creditors or third parties.
6. The documents annexed to the supporting affidavit confirm that the Discharge from I&M Bank Limited and the Charge in favour of KCB Bank Kenya Limited were duly executed.
7. It is further evident from the pleadings and the annexed documents that delays in registration stemmed from procedural requirements at the Lands Registry that were beyond the control of the Applicant and its Advocates.
8. Based on the pleadings, the Court is satisfied that the delay was not deliberate or negligent. The explanation provided is reasonable and consistent with administrative realities often encountered in sequential discharge–charge transactions at public registries.
9. Importantly, there is no evidence that extending time will prejudice creditors, lenders, or any third parties. To the contrary, granting the extension serves to regularise a security instrument intended to facilitate a commercial lending transaction.
10. In Re African Safari Club Ltd [2010] eKLR, the Court held that the purpose of registration is to maintain transparency in company securities, not to invalidate commercial transactions for procedural lapses. Where delay is explained and no prejudice will be suffered, the Court should exercise discretion in favour of regularization.
11. Similarly, in Re Jamii Bora Bank Ltd & Another [2018] eKLR, the Court held that commercial justice favours granting an extension where the charge documents were duly executed, the intention of the parties is clear, and registration was frustrated by procedural delays.
12. These authorities support the proposition that where delay is neither willful nor negligent, and where third-party prejudice is absent, the Court should lean in favour of granting an extension.
13. In the premises, the Court finds and holds that the application is merited, and is hereby allowed.
Disposition
14. Accordingly, the Court makes the following orders:
i. Time is hereby extended for the registration of the Discharge and Charge over Land Reference Number 12197/6 (IR 213416) dated 9th December 2024.
ii. The Applicant shall lodge the instruments for registration with the Registrar of Companies within fourteen (14) days from the date hereof.
iii. Costs shall be in the cause.
15. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
17TH FEBRUARY 2026
ADO MOSES
JUDGE
“That this Honourable Court be pleased to extend time for the registration of the Discharge and Charge over Land Reference Number 12197/6 (IR 213416) dated 9th December 2024.”
2. The application is supported by the Affidavit of Bett Winny Jepkoech, an Advocate with conduct of the transaction on behalf of the Applicant. The grounds advanced are that:
i. The Discharge and Charge instruments were prepared and executed to facilitate financing advanced by KCB Bank Kenya Limited to Lexco One Limited, with the Applicant acting as Chargor.
ii. Registration at the Lands Registry encountered delays owing to prior discharge processes relating to I\&M Bank Limited, and the Companies Registry thereafter insisted that the instruments first be registered at the Lands Registry before being lodged with the Registrar of Companies.
iii. As a result, the statutory 30-day period for registration at the Companies Registry could not be met.
3. The Applicant states that the delay was inadvertent and not attributable to any fault of the parties.
Determination and Analysis
4. Having considered the pleadings and the applicable statutory regime, the Court finds that the sole issue for determination is whether the Court should exercise its discretion under Section 888 of the Companies Act, 2015 to extend time for registration of the charge.
5. Section 888 grants the High Court discretion to extend the statutory timelines for filing and registration of charges where default in timely registration is “due to accident, inadvertence or some other sufficient cause” and where no prejudice will be occasioned to creditors or third parties.
6. The documents annexed to the supporting affidavit confirm that the Discharge from I&M Bank Limited and the Charge in favour of KCB Bank Kenya Limited were duly executed.
7. It is further evident from the pleadings and the annexed documents that delays in registration stemmed from procedural requirements at the Lands Registry that were beyond the control of the Applicant and its Advocates.
8. Based on the pleadings, the Court is satisfied that the delay was not deliberate or negligent. The explanation provided is reasonable and consistent with administrative realities often encountered in sequential discharge–charge transactions at public registries.
9. Importantly, there is no evidence that extending time will prejudice creditors, lenders, or any third parties. To the contrary, granting the extension serves to regularise a security instrument intended to facilitate a commercial lending transaction.
10. In Re African Safari Club Ltd [2010] eKLR, the Court held that the purpose of registration is to maintain transparency in company securities, not to invalidate commercial transactions for procedural lapses. Where delay is explained and no prejudice will be suffered, the Court should exercise discretion in favour of regularization.
11. Similarly, in Re Jamii Bora Bank Ltd & Another [2018] eKLR, the Court held that commercial justice favours granting an extension where the charge documents were duly executed, the intention of the parties is clear, and registration was frustrated by procedural delays.
12. These authorities support the proposition that where delay is neither willful nor negligent, and where third-party prejudice is absent, the Court should lean in favour of granting an extension.
13. In the premises, the Court finds and holds that the application is merited, and is hereby allowed.
Disposition
14. Accordingly, the Court makes the following orders:
i. Time is hereby extended for the registration of the Discharge and Charge over Land Reference Number 12197/6 (IR 213416) dated 9th December 2024.
ii. The Applicant shall lodge the instruments for registration with the Registrar of Companies within fourteen (14) days from the date hereof.
iii. Costs shall be in the cause.
15. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
17TH FEBRUARY 2026
ADO MOSES
JUDGE