1. Before me for determination is the Notice of Motion dated 30 April 2026, by which the Applicants seek an order that the time for registration of a Further Charge dated 23rd April 2025, created in favor of NCBA Bank Kenya PLC over the property known as Title Number Nairobi/Block 225/11, be extended for such period as the Court may deem fit.
2. The application is premised on the grounds that the statutory 30-day period for registration prescribed by the Companies Act, 2015, has lapsed. It is contended that unless the extension is granted, the Charge will be rendered void, thereby prejudicing the interests of both the Applicants and the secured creditor.
3. The Motion is supported by the affidavit of Jacklyne Wanjiru Kinyanjui, an Advocate of the High Court. She deposes that her firm received instructions from NCBA Bank Kenya PLC on 16th January 2025 to prepare a Further Charge of KES 16,189,000.00, intended to form part of an aggregate security of KES 69,000,000.00. She further states that the bank will not release any loan advancements without the formal registration of the said Charge and the issuance of a Certificate of Registration of Mortgage.
4. The application is further bolstered by the affidavit of Samwel Njoroge Munyua, a Director of the 1st Applicant. He confirms knowledge of the bank's instructions and joins in the prayer for extension to safeguard the company’s interests.
5. Under Section 888 of the Companies Act, 2015, the Court has the discretion to extend the time for registration of a charge if it is satisfied that the failure to register was accidental, due to inadvertence, or some other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders of the company.
6. From the material placed before me, it is evident that the failure to register the charge within the statutory period was not intentional but occurred before the process could be concluded. The documents indicate a complex transaction involving multiple facilities and existing encumbrances, including several previous debentures and charges dating back to 2017.
7. I am satisfied that it is in the interest of justice to allow the application. The delay appears to be a result of administrative or procedural inadvertence during the finalization of the security documents. There is no evidence that granting this extension would be prejudicial to the creditors or shareholders of the Applicants.
8. In exercising this discretion, the Court is guided by the principle established in National Bank of Kenya Ltd v Michael Ndungu [2018] eKLR, which emphasizes that where a delay is explained, and no third-party interests are prejudiced, the Court should favor the perfection of substantive security interests over procedural technicalities.
9. Consequently, I allow the application and make the following orders:
i. That the time for registration of the Further Charge dated 23rd April 2025 in favor of NCBA Bank Kenya PLC over Property Title Number Nairobi/Block 225/11 be and is hereby extended for a period of thirty (30) days from the date of this Ruling.
ii. That the Registrar of Companies shall, upon payment of the requisite fees, register the said Further Charge and issue the relevant Certificate of Registration.
iii. That there shall be no orders as to costs.
10. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 11TH DAY OF MAY 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
2. The application is premised on the grounds that the statutory 30-day period for registration prescribed by the Companies Act, 2015, has lapsed. It is contended that unless the extension is granted, the Charge will be rendered void, thereby prejudicing the interests of both the Applicants and the secured creditor.
3. The Motion is supported by the affidavit of Jacklyne Wanjiru Kinyanjui, an Advocate of the High Court. She deposes that her firm received instructions from NCBA Bank Kenya PLC on 16th January 2025 to prepare a Further Charge of KES 16,189,000.00, intended to form part of an aggregate security of KES 69,000,000.00. She further states that the bank will not release any loan advancements without the formal registration of the said Charge and the issuance of a Certificate of Registration of Mortgage.
4. The application is further bolstered by the affidavit of Samwel Njoroge Munyua, a Director of the 1st Applicant. He confirms knowledge of the bank's instructions and joins in the prayer for extension to safeguard the company’s interests.
5. Under Section 888 of the Companies Act, 2015, the Court has the discretion to extend the time for registration of a charge if it is satisfied that the failure to register was accidental, due to inadvertence, or some other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders of the company.
6. From the material placed before me, it is evident that the failure to register the charge within the statutory period was not intentional but occurred before the process could be concluded. The documents indicate a complex transaction involving multiple facilities and existing encumbrances, including several previous debentures and charges dating back to 2017.
7. I am satisfied that it is in the interest of justice to allow the application. The delay appears to be a result of administrative or procedural inadvertence during the finalization of the security documents. There is no evidence that granting this extension would be prejudicial to the creditors or shareholders of the Applicants.
8. In exercising this discretion, the Court is guided by the principle established in National Bank of Kenya Ltd v Michael Ndungu [2018] eKLR, which emphasizes that where a delay is explained, and no third-party interests are prejudiced, the Court should favor the perfection of substantive security interests over procedural technicalities.
9. Consequently, I allow the application and make the following orders:
i. That the time for registration of the Further Charge dated 23rd April 2025 in favor of NCBA Bank Kenya PLC over Property Title Number Nairobi/Block 225/11 be and is hereby extended for a period of thirty (30) days from the date of this Ruling.
ii. That the Registrar of Companies shall, upon payment of the requisite fees, register the said Further Charge and issue the relevant Certificate of Registration.
iii. That there shall be no orders as to costs.
10. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 11TH DAY OF MAY 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court