1. This Ruling is in respect to the Applicants’ exparte Notice of Motion dated 11th June, 2026, Through the said application, the Applicant has moved this Court seeking the following reliefs:
1. THAT this application be certified as urgent and the same be heard ex-parte.
2. THAT this Honourable Court be pleased to grant an order pursuant to Section 888 (2) of the Companies Act, 2015 that the time for registration in the manner required by Section 885 (1) of the said Companies Act of the Charge over Land Reference Number NAIROBI/BLOCK125/1085 Nairobi dated 26th March, 2026 created in favour of Stanbic Bank Kenya Limited by Central Business Park Limited be extended to 30 days from the date of the Order herein or such other period as the Court shall deem fit.
3. THAT there be no order as to costs.
2. This Application was supported by the sworn affidavit of Cliff Mutegi, an Advocate of the High Court of Kenya, dated the same day as the Application. Mr. Mutegi practices in the firm of M/S WALKER KONTOS
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 over Land Reference Number NAIROBI/BLOCK125/1085 Nairobi dated 26th March, 2026 created in favour of Stanbic Bank Kenya Limited by Central Business Park Limited, 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. The reasons for the delay have sufficiently been explained and were beyond their control.
6. It is deponed that the Applicant has granted banking facilities not exceeding KES 1,000,000,000.00 to Central Business Park Limited (Borrower). The said banking facilities are to be secured by among others a Charge over Title Number: Nairobi/Block125/1085 Nairobi dated 26th March, 2026 created by Central Business Park Limited in favour of Stanbic Bank Kenya Limited. The Charge dated 26th March 2026 was uploaded on Ardhisasa for assessment of stamp duty and registration on 26th March, 2026. As per practice on ArdhiSasa registration process, once a charge is uploaded for stamp duty, the Applicant must wait for the system to generate an invoice to pay stamp duty before paying the registration fees.
7. Thus, the stamp duty invoice was generated on 1st April, 2026 and paid on the same day. It is further deponed that immediately the Stamp duty was paid, Counsel raised the registration fees invoice. This was paid, and they submitted the charge for registration. The ArdhiSasa system picks the date of submitting the Charge for registration as the day the document is created. Thus, the date of 26th March, 2026 on the charge document is the date the Charge was submitted for registration.
8. Since the Title Nairobi/Block125/1085, is a converted Title any legal charge registered against it can only be recognized as a legal charge once the stamping and registration process is completed on the online system. Counsel further deponed that the Ardhisasa platform only generates a stamped and registered legal charge over a converted title once the application of registration is complete. This barred Counsel from being able to present a stamped and dated charge instrument for registration with Registrar of Companies.
9. Bearing in mind that Section 885 (1) of Companies Act requires a charge to be registered within 30 days of its creation, Counsel engaged the Lands Registry to hasten the registration of the Charge process on the ArdhiSasa platform to no avail. Due to delay of registration of the Charge on the ArdhiSasa platform, which delay was beyond the Applicant's control, the Applicant was unable to present the said Charge dated 26th March, 2026 for Registration at the Companies Registry within the Thirty (30) days from the date of the Charge as required under Section 885 of the Companies Act.
10. That the Applicant wants to have the Charge registered in the Companies Registry to secure banking facilities already extended to the Borrower. This is on the strength of the Charge which has not yet been registered at the Companies Registry within the prescribed time in law or at all. The delay in presenting the Charge for registration at the Companies Registry was occasioned by delays in the registration of the Charge, which delay was unintentional and beyond the control of both the Applicants and the Chargor.
11. 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. The Article enjoins Courts to administer justice without undue regard to procedural technicalities, and with the general principles of the Companies Act. This favours the promotion of substantive rights and commercial certainty.
12. 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 delays stated which led to delays and late filing at the Companies Registry. 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 11th June, 2026 are hereby granted as follow;
Determination
13. The application dated 11th June, 2026 is allowed as follows;
1. THAT this application is HEREBY certified as urgent and the same is HEREBY heard ex-parte.
2. THAT this Honourable Court HEREBY grants an order pursuant to Section 888 (2) of the Companies Act, 2015 that the time for registration in the manner required by Section 885 (1) of the said Companies Act of the Charge over Land Reference Number NAIROBI/BLOCK125/1085 Nairobi dated 26th March, 2026 created in favour of Stanbic Bank Kenya Limited by Central Business Park Limited is HEREBY extended to Thirty (30) days from the date of the Order herein.
3. THAT there be no order as to costs.
14. It is so ordered.
15. The file is HEREBY marked as closed.
DATED, SIGNED AND DELIVERED AT MILIMANI THIS 12TH DAY OF JUNE, 2026.
NJOROGE BENJAMIN K.
JUDGE
1. THAT this application be certified as urgent and the same be heard ex-parte.
2. THAT this Honourable Court be pleased to grant an order pursuant to Section 888 (2) of the Companies Act, 2015 that the time for registration in the manner required by Section 885 (1) of the said Companies Act of the Charge over Land Reference Number NAIROBI/BLOCK125/1085 Nairobi dated 26th March, 2026 created in favour of Stanbic Bank Kenya Limited by Central Business Park Limited be extended to 30 days from the date of the Order herein or such other period as the Court shall deem fit.
3. THAT there be no order as to costs.
2. This Application was supported by the sworn affidavit of Cliff Mutegi, an Advocate of the High Court of Kenya, dated the same day as the Application. Mr. Mutegi practices in the firm of M/S WALKER KONTOS
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 over Land Reference Number NAIROBI/BLOCK125/1085 Nairobi dated 26th March, 2026 created in favour of Stanbic Bank Kenya Limited by Central Business Park Limited, 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. The reasons for the delay have sufficiently been explained and were beyond their control.
6. It is deponed that the Applicant has granted banking facilities not exceeding KES 1,000,000,000.00 to Central Business Park Limited (Borrower). The said banking facilities are to be secured by among others a Charge over Title Number: Nairobi/Block125/1085 Nairobi dated 26th March, 2026 created by Central Business Park Limited in favour of Stanbic Bank Kenya Limited. The Charge dated 26th March 2026 was uploaded on Ardhisasa for assessment of stamp duty and registration on 26th March, 2026. As per practice on ArdhiSasa registration process, once a charge is uploaded for stamp duty, the Applicant must wait for the system to generate an invoice to pay stamp duty before paying the registration fees.
7. Thus, the stamp duty invoice was generated on 1st April, 2026 and paid on the same day. It is further deponed that immediately the Stamp duty was paid, Counsel raised the registration fees invoice. This was paid, and they submitted the charge for registration. The ArdhiSasa system picks the date of submitting the Charge for registration as the day the document is created. Thus, the date of 26th March, 2026 on the charge document is the date the Charge was submitted for registration.
8. Since the Title Nairobi/Block125/1085, is a converted Title any legal charge registered against it can only be recognized as a legal charge once the stamping and registration process is completed on the online system. Counsel further deponed that the Ardhisasa platform only generates a stamped and registered legal charge over a converted title once the application of registration is complete. This barred Counsel from being able to present a stamped and dated charge instrument for registration with Registrar of Companies.
9. Bearing in mind that Section 885 (1) of Companies Act requires a charge to be registered within 30 days of its creation, Counsel engaged the Lands Registry to hasten the registration of the Charge process on the ArdhiSasa platform to no avail. Due to delay of registration of the Charge on the ArdhiSasa platform, which delay was beyond the Applicant's control, the Applicant was unable to present the said Charge dated 26th March, 2026 for Registration at the Companies Registry within the Thirty (30) days from the date of the Charge as required under Section 885 of the Companies Act.
10. That the Applicant wants to have the Charge registered in the Companies Registry to secure banking facilities already extended to the Borrower. This is on the strength of the Charge which has not yet been registered at the Companies Registry within the prescribed time in law or at all. The delay in presenting the Charge for registration at the Companies Registry was occasioned by delays in the registration of the Charge, which delay was unintentional and beyond the control of both the Applicants and the Chargor.
11. 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. The Article enjoins Courts to administer justice without undue regard to procedural technicalities, and with the general principles of the Companies Act. This favours the promotion of substantive rights and commercial certainty.
12. 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 delays stated which led to delays and late filing at the Companies Registry. 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 11th June, 2026 are hereby granted as follow;
Determination
13. The application dated 11th June, 2026 is allowed as follows;
1. THAT this application is HEREBY certified as urgent and the same is HEREBY heard ex-parte.
2. THAT this Honourable Court HEREBY grants an order pursuant to Section 888 (2) of the Companies Act, 2015 that the time for registration in the manner required by Section 885 (1) of the said Companies Act of the Charge over Land Reference Number NAIROBI/BLOCK125/1085 Nairobi dated 26th March, 2026 created in favour of Stanbic Bank Kenya Limited by Central Business Park Limited is HEREBY extended to Thirty (30) days from the date of the Order herein.
3. THAT there be no order as to costs.
14. It is so ordered.
15. The file is HEREBY marked as closed.
DATED, SIGNED AND DELIVERED AT MILIMANI THIS 12TH DAY OF JUNE, 2026.
NJOROGE BENJAMIN K.
JUDGE