1. By the Notice of Motion dated 12th May 2026 brought under Sections 884, 885, 888 and 889 of the Companies Act, 2015, Sections 1A, 1B and 3A of the Civil Procedure Act and Article 159 of the Constitution, the Applicant seeks principally an order that this Court enlarge time by sixty (60) days within which to register a charge dated 15th December 2025 created by the 2nd Respondent, Rocal Logistics Enterprises Limited, over Title Number Kiambaa/Ruaka/5070/29 (Apartment Number B-A-103) in favour of the Applicant, NCBA Bank Kenya PLC.
2. The application is supported by the affidavit of Kelvin Mutuma Mbaabu - Advocate, sworn on 12th May 2026.
3. The Applicant’s case is that by a letter of instructions dated 7th August 2025, the Applicant instructed its advocates to prepare and register a first ranking legal charge securing a facility of KES 6,400,000/= advanced to the 2nd Respondent. The charge over Title Number Kiambaa/Ruaka/5070/29 was subsequently prepared and executed on 15th December 2025.
4. It is deponed that after execution, the Lease Agreement and the charge instrument were forwarded to the Land Registry for registration. The Applicant further avers that the documents were thereafter misplaced at the Land Registry in Nairobi, necessitating follow-ups before they were eventually traced and released on 25th April 2026.
5. According to the Applicant, the delay in registration of the charge at the Companies Registry was neither deliberate nor attributable to the Applicant, but was occasioned by the misplacement of the documents at the Lands Registry. The Applicant contends that unless the orders sought are granted, the charge risks becoming void for want of registration under Section 888 of the Companies Act, thereby exposing the Applicant to substantial financial loss.
6. I have considered the application, the supporting affidavit and the annexures thereto.
7. The issue for determination is whether the Applicant has established sufficient grounds for extension of time to register the charge.
8. Section 878(1) of the Companies Act requires a company to register a charge within thirty days of its creation. Failure to do so renders the charge void against a liquidator, administrator, or creditor of the company. However, Section 888 of the Companies Act grants the Court discretion to extend time for registration where the omission to register within time was accidental, inadvertent, or occasioned by sufficient cause, or where it is otherwise just and equitable to grant relief.
9. The Court’s discretion under Section 888 is intended to prevent injustice where the failure to register a charge within the prescribed period is not deliberate and where no prejudice would be occasioned to third parties.
10. In exercising that discretion, the Court considers whether the delay has been satisfactorily explained, whether the omission was inadvertent, and whether creditors or other stakeholders would suffer prejudice if the extension is granted.
11. In Sidian Bank Limited v Registrar of Companies [2020] eKLR, the Court held that an applicant must demonstrate that the delay was not deliberate but arose from a reasonable cause, and where such explanation is plausible, the Court ought to exercise its discretion in favour of granting the extension.
12. Similarly, in In re Application for Extension of Time for Registration of a Charge by Silverspead Hardwares Limited [2021] eKLR, the Court allowed extension where the delay was attributed to an inadvertent mistake by counsel, emphasizing that such errors should not be visited on parties where no prejudice is shown.
13. In the present case, the Court noted from the material on record that the Applicant duly prepared and executed the charge instrument securing the banking facility advanced to the 2nd Respondent. The evidence further demonstrates that the documents were forwarded to the Lands Registry for registration, stamp duty was paid, and the registration process had been commenced.
14. The Applicant has explained that the original Lease Agreement and the charge instrument were misplaced at the Lands Registry, thereby delaying completion of the registration process and subsequent registration at the Companies Registry. In the Court’s view, that explanation is plausible and has not been controverted.
15. The Court is also satisfied that the delay was not deliberate or intended to defeat the rights of creditors or other third parties. Indeed, the Applicant has deponed that the registration of the charge would not prejudice creditors or shareholders of the Chargor.
16. Further, the purpose of registration of charges is to give notice to third parties dealing with the company and to preserve transparency in commercial transactions. The Court must therefore balance the statutory objective with the need to avoid undue hardship arising from procedural lapses occasioned by circumstances beyond a party’s control.
17. In this case, denying the orders sought would expose the Applicant to the risk of losing its security, notwithstanding that the delay arose from circumstances sufficiently explained before the Court. The justice of the matter, therefore, tilts in favour of granting the extension sought.
18. Consequently, the Notice of Motion dated 12th May 2026 is merited.
19. Accordingly, the Court makes the following orders:
i. An extension of time of sixty (60) days is hereby granted, within which the Applicant shall register the charge dated 15th December 2025 created by Rocal Logistics Enterprises Limited over Title Number Kiambaa/Ruaka/5070/29 (Apartment Number B-A-103) in favour of NCBA Bank Kenya PLC with the Registrar of Companies.
ii. The charge, once registered within the period aforesaid, shall be deemed duly registered for purposes of the Companies Act, 2015.
iii. Each party shall bear its own costs.
20. is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 15TH DAY OF MAY 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
In the presence of: -
C/A – Moses
…………………. for the Applicant
….……………. for the Respondent
2. The application is supported by the affidavit of Kelvin Mutuma Mbaabu - Advocate, sworn on 12th May 2026.
3. The Applicant’s case is that by a letter of instructions dated 7th August 2025, the Applicant instructed its advocates to prepare and register a first ranking legal charge securing a facility of KES 6,400,000/= advanced to the 2nd Respondent. The charge over Title Number Kiambaa/Ruaka/5070/29 was subsequently prepared and executed on 15th December 2025.
4. It is deponed that after execution, the Lease Agreement and the charge instrument were forwarded to the Land Registry for registration. The Applicant further avers that the documents were thereafter misplaced at the Land Registry in Nairobi, necessitating follow-ups before they were eventually traced and released on 25th April 2026.
5. According to the Applicant, the delay in registration of the charge at the Companies Registry was neither deliberate nor attributable to the Applicant, but was occasioned by the misplacement of the documents at the Lands Registry. The Applicant contends that unless the orders sought are granted, the charge risks becoming void for want of registration under Section 888 of the Companies Act, thereby exposing the Applicant to substantial financial loss.
6. I have considered the application, the supporting affidavit and the annexures thereto.
7. The issue for determination is whether the Applicant has established sufficient grounds for extension of time to register the charge.
8. Section 878(1) of the Companies Act requires a company to register a charge within thirty days of its creation. Failure to do so renders the charge void against a liquidator, administrator, or creditor of the company. However, Section 888 of the Companies Act grants the Court discretion to extend time for registration where the omission to register within time was accidental, inadvertent, or occasioned by sufficient cause, or where it is otherwise just and equitable to grant relief.
9. The Court’s discretion under Section 888 is intended to prevent injustice where the failure to register a charge within the prescribed period is not deliberate and where no prejudice would be occasioned to third parties.
10. In exercising that discretion, the Court considers whether the delay has been satisfactorily explained, whether the omission was inadvertent, and whether creditors or other stakeholders would suffer prejudice if the extension is granted.
11. In Sidian Bank Limited v Registrar of Companies [2020] eKLR, the Court held that an applicant must demonstrate that the delay was not deliberate but arose from a reasonable cause, and where such explanation is plausible, the Court ought to exercise its discretion in favour of granting the extension.
12. Similarly, in In re Application for Extension of Time for Registration of a Charge by Silverspead Hardwares Limited [2021] eKLR, the Court allowed extension where the delay was attributed to an inadvertent mistake by counsel, emphasizing that such errors should not be visited on parties where no prejudice is shown.
13. In the present case, the Court noted from the material on record that the Applicant duly prepared and executed the charge instrument securing the banking facility advanced to the 2nd Respondent. The evidence further demonstrates that the documents were forwarded to the Lands Registry for registration, stamp duty was paid, and the registration process had been commenced.
14. The Applicant has explained that the original Lease Agreement and the charge instrument were misplaced at the Lands Registry, thereby delaying completion of the registration process and subsequent registration at the Companies Registry. In the Court’s view, that explanation is plausible and has not been controverted.
15. The Court is also satisfied that the delay was not deliberate or intended to defeat the rights of creditors or other third parties. Indeed, the Applicant has deponed that the registration of the charge would not prejudice creditors or shareholders of the Chargor.
16. Further, the purpose of registration of charges is to give notice to third parties dealing with the company and to preserve transparency in commercial transactions. The Court must therefore balance the statutory objective with the need to avoid undue hardship arising from procedural lapses occasioned by circumstances beyond a party’s control.
17. In this case, denying the orders sought would expose the Applicant to the risk of losing its security, notwithstanding that the delay arose from circumstances sufficiently explained before the Court. The justice of the matter, therefore, tilts in favour of granting the extension sought.
18. Consequently, the Notice of Motion dated 12th May 2026 is merited.
19. Accordingly, the Court makes the following orders:
i. An extension of time of sixty (60) days is hereby granted, within which the Applicant shall register the charge dated 15th December 2025 created by Rocal Logistics Enterprises Limited over Title Number Kiambaa/Ruaka/5070/29 (Apartment Number B-A-103) in favour of NCBA Bank Kenya PLC with the Registrar of Companies.
ii. The charge, once registered within the period aforesaid, shall be deemed duly registered for purposes of the Companies Act, 2015.
iii. Each party shall bear its own costs.
20. is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 15TH DAY OF MAY 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
In the presence of: -
C/A – Moses
…………………. for the Applicant
….……………. for the Respondent