1. This Ruling relates to the Applicant’s exparte Notice of Motion dated 26th May, 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 in the first instance.
2. THAT this Honourable Court be pleased to extend the time for registration of the particulars of the Charge dated 23rd April, 2026 for thirty (30) days or such period as this Honourable Court may deem fit.
2. This Application was supported by the sworn affidavit of VICTOR MUNGAI, an Advocate of the High Court of Kenya, dated the same day as the Application. Mr. Mungai practices in the firm of M/s KIMANI WAMBUA & COMPANY 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 dated 23rd April, 2026 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. Counsel has explained the reasons for the delay in the registration. The Applicant has created a Charge over Land Reference Number: NAIROBI/BLOCK 10/584 dated 23rd April, 2026. The Applicant’s Ardhisasa charge application was approved on 11th May, 2026, however, the Charge over Land Reference Number: NAIROBI/BLOCK 10/584 was autogenerated by the Ardhisasa system to 23rd April 2026. The statutory period of thirty (30) days for delivery to the Registrar of Companies of the particulars of the Charge expired on or about 23rd May 2026. The delay in the registration of the Charge was not deliberate on the Advocates end and the same took longer than was anticipated and beyond their control. The Bank cannot release the funds sought to be secured until the particulars of the Charge are registered at the Companies registry.
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 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 registration of the Charge, 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 19th February, 2026 are hereby granted.
Determination
10. The application dated 26th May, 2026is allowed as follows;
1. THAT this Application be certified as urgent and the same be heard ex-parte in the first instance.
2. THAT this Honourable Court be pleased to extend the time for registration of the particulars of the Charge dated 23rd April, 2026 for thirty (30) days or such period as this Honourable Court may deem fit.
3. THAT the cost of this application be costs in the course.
11. It is so ordered.
12. The file is HEREBY marked as closed.
DATED, SIGNED AND DELIVERED AT MILIMANI THIS 26TH DAY OF MAY, 2026.
NJOROGE BENJAMIN K.
JUDGE
1. THAT this Application be certified as urgent and the same be heard ex-parte in the first instance.
2. THAT this Honourable Court be pleased to extend the time for registration of the particulars of the Charge dated 23rd April, 2026 for thirty (30) days or such period as this Honourable Court may deem fit.
2. This Application was supported by the sworn affidavit of VICTOR MUNGAI, an Advocate of the High Court of Kenya, dated the same day as the Application. Mr. Mungai practices in the firm of M/s KIMANI WAMBUA & COMPANY 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 dated 23rd April, 2026 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. Counsel has explained the reasons for the delay in the registration. The Applicant has created a Charge over Land Reference Number: NAIROBI/BLOCK 10/584 dated 23rd April, 2026. The Applicant’s Ardhisasa charge application was approved on 11th May, 2026, however, the Charge over Land Reference Number: NAIROBI/BLOCK 10/584 was autogenerated by the Ardhisasa system to 23rd April 2026. The statutory period of thirty (30) days for delivery to the Registrar of Companies of the particulars of the Charge expired on or about 23rd May 2026. The delay in the registration of the Charge was not deliberate on the Advocates end and the same took longer than was anticipated and beyond their control. The Bank cannot release the funds sought to be secured until the particulars of the Charge are registered at the Companies registry.
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 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 registration of the Charge, 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 19th February, 2026 are hereby granted.
Determination
10. The application dated 26th May, 2026is allowed as follows;
1. THAT this Application be certified as urgent and the same be heard ex-parte in the first instance.
2. THAT this Honourable Court be pleased to extend the time for registration of the particulars of the Charge dated 23rd April, 2026 for thirty (30) days or such period as this Honourable Court may deem fit.
3. THAT the cost of this application be costs in the course.
11. It is so ordered.
12. The file is HEREBY marked as closed.
DATED, SIGNED AND DELIVERED AT MILIMANI THIS 26TH DAY OF MAY, 2026.
NJOROGE BENJAMIN K.
JUDGE