1. The Applicants moved this Court by way of Notice of Motion dated 16th December 2025 brought under, among others, Sections 96 and 888(1)(a) & (2)(b) of the Companies Act, 2015, seeking extension of time to register a 3rd Further Debenture and 6th Further Charge outside the statutory period provided under Section 888(1)(a) of the Act.
2. The Motion is supported by the affidavit of Liza Mutungi, Advocate, who avers that although stamp duty was duly paid, inadvertent delays at the Land Registry and on the Ardhisasa platform prevented timely registration at the Companies Registry.
3. Having carefully considered the application, the supporting affidavit, and the annexures, I find that the sole issue is whether sufficient cause has been shown to warrant extension of time under Section 888(2)(b) of the Companies Act, 2015.
4. Section 888 of the Companies Act under which this application has been brought provides as follows; -
“888. Rectification of register of charges
(1) A company or interested person who claims that a failure to register a charge before the deadline for registration, or an omission or misstatement of a particular with respect to any such charge or in a memorandum of satisfaction or release –
(a) was accidental or due to inadvertence or to some other reasonable cause; or
(b) is not of a nature to prejudice the position of creditors or members of the company, may apply to the Court for an order under subsection (2).
(2) If, on the hearing of an application made under subsection (1), the Court is satisfied-
(a) that the failure, or the omission or misstatement-
(i) was accidental or due to inadvertence or to some other reasonable cause; or
(ii) is not of a nature to prejudice the position of creditors or members of the company; or
(b) that on other grounds it is just and equitable to grant relief, the Court may, subject to such conditions (if any) as it considers fair and reasonable, order the deadline for registration to be extended, or the omission or misstatement to be corrected.”
5. From the above, it is evident that Section 888(1)(a) requires registration of charges within thirty days of creation. However, Section 888(2)(b) empowers the Court to extend time if it is satisfied that the failure was due to inadvertence or other sufficient cause and that no prejudice will be occasioned to creditors or shareholders.
6. In the present case, the affidavit evidence of Liza Mutungi demonstrates that stamp duty was paid on time, but delays at the Land Registry and Ardhisasa platform prevented timely registration. This falls squarely within “inadvertence or other reasonable cause” under Section 888(1)(a). The Applicants aver that shareholders and creditors will not be prejudiced. On the contrary, Prime Bank Limited’s security interest will be perfected, enhancing creditor protection.
7. In Sidian Bank Limited v Registrar of Companies [2020] KEHC 4817 (KLR), the Court held that inadvertent delay in lodging particulars of a charge, occasioned by administrative bottlenecks, constituted sufficient cause for extension. The Court emphasized that the overriding consideration is whether prejudice would be suffered by creditors or shareholders.
8. Bank of Baroda Kenya Limited v Registrar of Companies (Misc. Appl. No. E989 of 2025): The High Court extended time for registration of a debenture, noting that delays at the Companies Registry and Land Registry are “reasonable causes” within Section 888. The Court reiterated that the purpose of registration is to protect creditors, and where no prejudice is shown, extension should be granted.
9. Further, in Bank of Baroda Kenya Limited v Registrar of Companies (Misc. Appl. No. E989 of 2025): The High Court extended time for registration of a debenture, noting that delays at the Companies Registry and Land Registry are “reasonable causes” within Section 888. The Court reiterated that the purpose of registration is to protect creditors, and where no prejudice is shown, extension should be granted.
10. Guided by the strength of Section 88 of the Companies Act and guided by the cited authorities, I am satisfied that the statutory threshold has been met. further, the delay was inadvertent and that no prejudice will be suffered, and extension of time is just and equitable.
11. Accordingly, I allow the application and grant the following orders:
i. The time for registration of the said 3rd Further Debenture and 6th Further Charge is hereby extended for a further period of Thirty (30) days from the date of this Honorable Court's Order.
ii. There shall be no orders as to costs.
12. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
21ST JANUARY 2026
ADO MOSES
JUDGE
2. The Motion is supported by the affidavit of Liza Mutungi, Advocate, who avers that although stamp duty was duly paid, inadvertent delays at the Land Registry and on the Ardhisasa platform prevented timely registration at the Companies Registry.
3. Having carefully considered the application, the supporting affidavit, and the annexures, I find that the sole issue is whether sufficient cause has been shown to warrant extension of time under Section 888(2)(b) of the Companies Act, 2015.
4. Section 888 of the Companies Act under which this application has been brought provides as follows; -
“888. Rectification of register of charges
(1) A company or interested person who claims that a failure to register a charge before the deadline for registration, or an omission or misstatement of a particular with respect to any such charge or in a memorandum of satisfaction or release –
(a) was accidental or due to inadvertence or to some other reasonable cause; or
(b) is not of a nature to prejudice the position of creditors or members of the company, may apply to the Court for an order under subsection (2).
(2) If, on the hearing of an application made under subsection (1), the Court is satisfied-
(a) that the failure, or the omission or misstatement-
(i) was accidental or due to inadvertence or to some other reasonable cause; or
(ii) is not of a nature to prejudice the position of creditors or members of the company; or
(b) that on other grounds it is just and equitable to grant relief, the Court may, subject to such conditions (if any) as it considers fair and reasonable, order the deadline for registration to be extended, or the omission or misstatement to be corrected.”
5. From the above, it is evident that Section 888(1)(a) requires registration of charges within thirty days of creation. However, Section 888(2)(b) empowers the Court to extend time if it is satisfied that the failure was due to inadvertence or other sufficient cause and that no prejudice will be occasioned to creditors or shareholders.
6. In the present case, the affidavit evidence of Liza Mutungi demonstrates that stamp duty was paid on time, but delays at the Land Registry and Ardhisasa platform prevented timely registration. This falls squarely within “inadvertence or other reasonable cause” under Section 888(1)(a). The Applicants aver that shareholders and creditors will not be prejudiced. On the contrary, Prime Bank Limited’s security interest will be perfected, enhancing creditor protection.
7. In Sidian Bank Limited v Registrar of Companies [2020] KEHC 4817 (KLR), the Court held that inadvertent delay in lodging particulars of a charge, occasioned by administrative bottlenecks, constituted sufficient cause for extension. The Court emphasized that the overriding consideration is whether prejudice would be suffered by creditors or shareholders.
8. Bank of Baroda Kenya Limited v Registrar of Companies (Misc. Appl. No. E989 of 2025): The High Court extended time for registration of a debenture, noting that delays at the Companies Registry and Land Registry are “reasonable causes” within Section 888. The Court reiterated that the purpose of registration is to protect creditors, and where no prejudice is shown, extension should be granted.
9. Further, in Bank of Baroda Kenya Limited v Registrar of Companies (Misc. Appl. No. E989 of 2025): The High Court extended time for registration of a debenture, noting that delays at the Companies Registry and Land Registry are “reasonable causes” within Section 888. The Court reiterated that the purpose of registration is to protect creditors, and where no prejudice is shown, extension should be granted.
10. Guided by the strength of Section 88 of the Companies Act and guided by the cited authorities, I am satisfied that the statutory threshold has been met. further, the delay was inadvertent and that no prejudice will be suffered, and extension of time is just and equitable.
11. Accordingly, I allow the application and grant the following orders:
i. The time for registration of the said 3rd Further Debenture and 6th Further Charge is hereby extended for a further period of Thirty (30) days from the date of this Honorable Court's Order.
ii. There shall be no orders as to costs.
12. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
21ST JANUARY 2026
ADO MOSES
JUDGE