1. This Ruling pertains to the Applicant’s exparte Notice of Motion dated 13th January, 2026, brought pursuant to Sections 878, 885 and 888 of the Companies Act, No. 17 of 2015, as well as Order 51 Rule 1 of the Civil Procedure Rules (2010) and all other enabling provisions of the law. Through the said application, the Applicant has moved this Court seeking the following reliefs:
(a) Spent
(b) THAT the time for registration of the Charge dated 22nd October 2025 at the Companies Registry be extended by a further period of Thirty (30) days.
(c) THAT there be no order as to costs.
2. This Application was supported by the sworn affidavit of Morris Martin Nderitu Gate an Advocate of the High Court of Kenya, dated the same day as the Application. Mr. Gate practices in the firm of M/s Mohamed Madhani & Co. Advocates LLP , 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 dated 22nd October, 2025 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 he was aware that the Applicant herein entered into banking arrangements with NNDEV Impex Limited ("the Chargor") to extend various facilities aggregating to Kenya Shillings Twenty-Four Million Nine Hundred Thousand (Kshs. 24,900,000/=) to be secured by inter alia a Charge over ALL that piece of land known as Title Number LIMURU/KAMIRITHU/1630 and LIMURU/KAMIRITHU/1631. Accordingly, the Charge, created on 22nd Ocotber, 2025, 2025, was executed and presented for registration at the Lands Registry. There was however delay in registration of the charge due to factors beyond the Applicant’s control. This has inturn led to the delay and lapse of the statutory period for regtration of a charge at the Companies Registry. The registration of the charge at the Lands Registry is now complete.
7. Counsel averred that, while they were able to obtain duly registered security documents from the Lands Registry, 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 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 due to factors beyond the Applicant for which it is not blamable, 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 willful 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 13th January, 2026 are hereby granted.
Determination
10. THAT the time for registration of the Charge dated 22nd October 2025 at the Companies Registry be extended by a further period of Thirty (30) days.
11. 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 15TH DAY OF JANUARY, 2026.
NJOROGE BENJAMIN K.
JUDGE
In the presence of;
N/A for the Applicant.
Emmanuel Ngetich - Court Assistant
(a) Spent
(b) THAT the time for registration of the Charge dated 22nd October 2025 at the Companies Registry be extended by a further period of Thirty (30) days.
(c) THAT there be no order as to costs.
2. This Application was supported by the sworn affidavit of Morris Martin Nderitu Gate an Advocate of the High Court of Kenya, dated the same day as the Application. Mr. Gate practices in the firm of M/s Mohamed Madhani & Co. Advocates LLP , 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 dated 22nd October, 2025 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 he was aware that the Applicant herein entered into banking arrangements with NNDEV Impex Limited ("the Chargor") to extend various facilities aggregating to Kenya Shillings Twenty-Four Million Nine Hundred Thousand (Kshs. 24,900,000/=) to be secured by inter alia a Charge over ALL that piece of land known as Title Number LIMURU/KAMIRITHU/1630 and LIMURU/KAMIRITHU/1631. Accordingly, the Charge, created on 22nd Ocotber, 2025, 2025, was executed and presented for registration at the Lands Registry. There was however delay in registration of the charge due to factors beyond the Applicant’s control. This has inturn led to the delay and lapse of the statutory period for regtration of a charge at the Companies Registry. The registration of the charge at the Lands Registry is now complete.
7. Counsel averred that, while they were able to obtain duly registered security documents from the Lands Registry, 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 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 due to factors beyond the Applicant for which it is not blamable, 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 willful 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 13th January, 2026 are hereby granted.
Determination
10. THAT the time for registration of the Charge dated 22nd October 2025 at the Companies Registry be extended by a further period of Thirty (30) days.
11. 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 15TH DAY OF JANUARY, 2026.
NJOROGE BENJAMIN K.
JUDGE
In the presence of;
N/A for the Applicant.
Emmanuel Ngetich - Court Assistant