1. This Ruling pertains to the Applicant’s exparte Notice of Motion dated 18th February, 2026, brought pursuant to Sections Under Section 102 of Companies Act and The Companies (High Court) Rules) of the Laws of Kenya. Through the said application, the Applicant has moved this Court seeking the following reliefs:
(a) THAT the time for registration under Section 885 of the Companies Act for registration of Memorandum of Further Charge particulars whereof are given hereunder be extended by 60 days from the date the Order herein is granted.
2. This Application was supported by the sworn affidavit of FELIX NGANG'A KARANJA , an Advocate of the High Court of Kenya, dated the same day as the Application. Mr. Karanja practices in the firm of M/s Ismail & Ismail Advocates , who have conduct of this matter on behalf of the Applicant.
Issues For Determination
3. The Court has carefully considered the Motion, the statutory provisions cited, the Supporting Affidavit, and the annexures thereto. Upon such consideration, the Court is of the view that only one issue arises for determination:
(a) Whether leave should be granted to the Applicant to register the Charge the subject of these proceedings at the Companies Registry out of time.
Analysis
4. Pursuant to Section 884 of the Companies Act, the Registrar of Companies is mandated to maintain a register of charges, register such charges, issue certificates of registration thereof, and authenticate the same with the Registrar’s Official Seal. Under Section 885 of the Act, the statutory timeline for registration of a charge is thirty (30) days from the date of its creation. In the event of non-compliance, Section 888(1) of the Companies Act empowers any interested party or the company itself to apply to the Court for an extension of the prescribed period for registration.
5. Further, when considering an extension under Section 888, the Court examines whether the delay was accidental or reasonably explained, whether it prejudiced creditors or members, whether granting the extension is just and fair, and whether the omission is rectifiable. This requirement that such a charge must be registered with the Registrar of Companies within thirty (30) days from the date of its creation is statutory and not discretionary. It is evident that the parties have complied with all the necessary legal requirements in the creation of the charge, save for the registration, which was delayed due to reasons sufficiently explained and which were beyond their control.
6. In his affidavit, Counsel for the Applicant deponed that the registration of the said Charge dated 8th May, 2024 under the Companies Act still remains pending due to the delay in having the same executed and stamp duty for the same paid by the Customer. This delay to register the Document was due to the above said circumstance beyond their control and is not likely of a nature to prejudice the position of the Creditor or the shareholders of Interconsumer Products Limited.
7. Counsel averred that, they were unable to register the Charge at the Companies Registry as the statutory period for such registration had already lapsed during the period taken to assess, stamp, and register the Charge at the Lands Office. Pursuant to Section 885 of the Companies Act, No. 17 of 2015, the Company was required to register the Charge with the Registrar of Companies within thirty (30) days from the date of its creation. The delay in presenting the Charge for registration at the Companies Registry was occasioned by delays in the execution and settlement of stamp duty, which delay was unintentional and beyond the control of both the Applicant and the Chargor.
8. 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. Notwithstanding this procedural lapse, the Charge was duly executed, assessed for stamp duty, duly franked, and registered at the Lands Registry. The omission is therefore procedural in nature and, in the Court’s view, clearly rectifiable. 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. In the circumstances, the delay should not defeat an otherwise valid security instrument. This approach aligns with the provisions of Article 159(2)(d) of the Constitution, which enjoins courts to administer justice without undue regard to procedural technicalities, and with the general principles of the Companies Act, which favour the promotion of substantive rights and commercial certainty.
9. 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 regularisation of the registration will enhance the protection of the lender’s interest and promote commercial transparency. The affidavit and annexures confirm that all substantive steps in the creation of the Charge, execution, stamping, and registration at the Lands Registry, were duly undertaken in a timely manner, save for the Companies Registry filing. Accordingly, the Court is satisfied that the Applicant has 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. In the result, the prayers sought in the Notice of Motion dated 30th July 2025 are hereby granted.
10. As to time the Applicants seeks for an extension for a period of sixty (60) days. There are no reasons given why such a prolonged period of time is required. The Court grants a period of thirty (30) days.
Determination
11. The application by way of a Notice of Motion dated 18th February, 2026 is allowed in the following terms;
(a) THAT the time for registration under Section 885 of the Companies Act for registration of Memorandum of Further Charge particulars whereof are given hereunder be extended by 30 days from the date the Order herein is granted
PARTICULARS
The Memorandum of Further Charge dated 8th May 2024 made between INTERCONSUMER PRODUCTS LIMITED of the one part and MIDDLE EAST BANK KENYA LIMITED of the other part in respect of a security for a sum of Kenya Shillings Twenty-Four Million (Kshs. 24,000,000.00).
(b) THAT given the nature of the application, there shall be no order as to costs.
12. It is so ordered.
13. The file is hereby closed.
DATED, SIGNED AND DELIVERED AT MILIMANI THIS 23RDH DAY OF FEBRUARY 2026.
NJOROGE BENJAMIN K.
JUDGE
(a) THAT the time for registration under Section 885 of the Companies Act for registration of Memorandum of Further Charge particulars whereof are given hereunder be extended by 60 days from the date the Order herein is granted.
2. This Application was supported by the sworn affidavit of FELIX NGANG'A KARANJA , an Advocate of the High Court of Kenya, dated the same day as the Application. Mr. Karanja practices in the firm of M/s Ismail & Ismail Advocates , who have conduct of this matter on behalf of the Applicant.
Issues For Determination
3. The Court has carefully considered the Motion, the statutory provisions cited, the Supporting Affidavit, and the annexures thereto. Upon such consideration, the Court is of the view that only one issue arises for determination:
(a) Whether leave should be granted to the Applicant to register the Charge the subject of these proceedings at the Companies Registry out of time.
Analysis
4. Pursuant to Section 884 of the Companies Act, the Registrar of Companies is mandated to maintain a register of charges, register such charges, issue certificates of registration thereof, and authenticate the same with the Registrar’s Official Seal. Under Section 885 of the Act, the statutory timeline for registration of a charge is thirty (30) days from the date of its creation. In the event of non-compliance, Section 888(1) of the Companies Act empowers any interested party or the company itself to apply to the Court for an extension of the prescribed period for registration.
5. Further, when considering an extension under Section 888, the Court examines whether the delay was accidental or reasonably explained, whether it prejudiced creditors or members, whether granting the extension is just and fair, and whether the omission is rectifiable. This requirement that such a charge must be registered with the Registrar of Companies within thirty (30) days from the date of its creation is statutory and not discretionary. It is evident that the parties have complied with all the necessary legal requirements in the creation of the charge, save for the registration, which was delayed due to reasons sufficiently explained and which were beyond their control.
6. In his affidavit, Counsel for the Applicant deponed that the registration of the said Charge dated 8th May, 2024 under the Companies Act still remains pending due to the delay in having the same executed and stamp duty for the same paid by the Customer. This delay to register the Document was due to the above said circumstance beyond their control and is not likely of a nature to prejudice the position of the Creditor or the shareholders of Interconsumer Products Limited.
7. Counsel averred that, they were unable to register the Charge at the Companies Registry as the statutory period for such registration had already lapsed during the period taken to assess, stamp, and register the Charge at the Lands Office. Pursuant to Section 885 of the Companies Act, No. 17 of 2015, the Company was required to register the Charge with the Registrar of Companies within thirty (30) days from the date of its creation. The delay in presenting the Charge for registration at the Companies Registry was occasioned by delays in the execution and settlement of stamp duty, which delay was unintentional and beyond the control of both the Applicant and the Chargor.
8. 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. Notwithstanding this procedural lapse, the Charge was duly executed, assessed for stamp duty, duly franked, and registered at the Lands Registry. The omission is therefore procedural in nature and, in the Court’s view, clearly rectifiable. 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. In the circumstances, the delay should not defeat an otherwise valid security instrument. This approach aligns with the provisions of Article 159(2)(d) of the Constitution, which enjoins courts to administer justice without undue regard to procedural technicalities, and with the general principles of the Companies Act, which favour the promotion of substantive rights and commercial certainty.
9. 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 regularisation of the registration will enhance the protection of the lender’s interest and promote commercial transparency. The affidavit and annexures confirm that all substantive steps in the creation of the Charge, execution, stamping, and registration at the Lands Registry, were duly undertaken in a timely manner, save for the Companies Registry filing. Accordingly, the Court is satisfied that the Applicant has 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. In the result, the prayers sought in the Notice of Motion dated 30th July 2025 are hereby granted.
10. As to time the Applicants seeks for an extension for a period of sixty (60) days. There are no reasons given why such a prolonged period of time is required. The Court grants a period of thirty (30) days.
Determination
11. The application by way of a Notice of Motion dated 18th February, 2026 is allowed in the following terms;
(a) THAT the time for registration under Section 885 of the Companies Act for registration of Memorandum of Further Charge particulars whereof are given hereunder be extended by 30 days from the date the Order herein is granted
PARTICULARS
The Memorandum of Further Charge dated 8th May 2024 made between INTERCONSUMER PRODUCTS LIMITED of the one part and MIDDLE EAST BANK KENYA LIMITED of the other part in respect of a security for a sum of Kenya Shillings Twenty-Four Million (Kshs. 24,000,000.00).
(b) THAT given the nature of the application, there shall be no order as to costs.
12. It is so ordered.
13. The file is hereby closed.
DATED, SIGNED AND DELIVERED AT MILIMANI THIS 23RDH DAY OF FEBRUARY 2026.
NJOROGE BENJAMIN K.
JUDGE