1. The Applicant, Vihiga Complex Terraces Limited, moved this Court via a Notice of Motion dated September 2026, brought under Sections 885, 96(2), 542, 550, and 553 of the Companies Act, 2015, Order 51 Rules 1, 2(3), and 10(2) of the Civil Procedure Rules, 2010, and the inherent powers of this Court.
2. The Applicant seeks orders certifying the matter urgent and extending the statutory 30-day timeline to register a Charge over Land Reference Title No. NAIROBI/BLOCK 23/110 at the Companies Registry. The Charge was created in favour of National Bank of Kenya Limited to secure banking facilities amounting to KES 550,000,000/=.
3. The application is supported by an Affidavit sworn on 8th September 2026 by Josephat Maina Mburu, Advocate for the Applicant. The Deponent states that the Applicant was granted credit facilities by National Bank of Kenya Limited, secured by a first-ranking charge over Title No. NAIROBI/BLOCK 23/110 for KES 550,000,000/=; that the application for registration of the Charge was formally lodged and booked at the Land Registry on 16th July 2026. Stamp duty was subsequently paid via the Ardhisasa platform on 28th July 2026, and the Charge was registered on the encumbrance section of the title on 28th July 2026.
4. It is averred that finalization and collection of the perfected security documents were delayed due to administrative delays at the Land Registry despite due diligence and follow-ups. As a consequence of the delay at the Land Registry, the statutory 30-day period prescribed under Section 885 of the Companies Act, 2015, to lodge the Charge with the Registrar of Companies lapsed.
5. It is further deponed that the directors of the Chargor have formally consented to this extension, and no prejudice will be suffered by any party if the orders are granted.
Analysis and Determination
6. Section 885 of the Companies Act, 2015 empowers the High Court to extend the period for registration of a charge or rectifies an omission/misstatement if satisfied that the omission to register within the statutory timeframe was accidental, due to inadvertence or other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders.
7. Upon perusal of the Supporting Affidavit and attached exhibits, the Court notes that the letter of instruction from National Bank of Kenya Limited dated 11th June 2026 confirms the transaction; the booking form demonstrates that the registration process was initiated on 16th July 2026, and stamp duty payment was settled on 28th July 2026; the title entry confirms registration of the Charge at the Land Registry on 28th July 2026, well within the timelines.
8. It is therefore evident from the record that the delay in lodging the charge with the Companies Registry was occasioned by administrative processing timelines at the Land Registry and does not demonstrate bad faith or deliberate negligence on the part of the Applicant. Extending time will rectify an administrative omission, allow proper perfection of the lender's security, and protect the financial facilities extended to the Applicant.
9. No third-party prejudice has been shown.
10. Accordingly, the Notice of Motion is merited and is hereby allowed on the following terms:
i. The time within which the Applicant shall lodge and register the Charge over Title No. NAIROBI/BLOCK 23/110 at the Companies Registry pursuant to Section 885 of the Companies Act, 2015, is hereby extended by thirty (30) days from the date of this Order.
ii. The Registrar of Companies is directed to receive, register the Charge documents upon presentation, and issue the requisite Certificate of Registration of Mortgage/Charge.
iii. There shall be no order as to costs.
11. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 11TH DAY OF SEPTEMBER 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
2. The Applicant seeks orders certifying the matter urgent and extending the statutory 30-day timeline to register a Charge over Land Reference Title No. NAIROBI/BLOCK 23/110 at the Companies Registry. The Charge was created in favour of National Bank of Kenya Limited to secure banking facilities amounting to KES 550,000,000/=.
3. The application is supported by an Affidavit sworn on 8th September 2026 by Josephat Maina Mburu, Advocate for the Applicant. The Deponent states that the Applicant was granted credit facilities by National Bank of Kenya Limited, secured by a first-ranking charge over Title No. NAIROBI/BLOCK 23/110 for KES 550,000,000/=; that the application for registration of the Charge was formally lodged and booked at the Land Registry on 16th July 2026. Stamp duty was subsequently paid via the Ardhisasa platform on 28th July 2026, and the Charge was registered on the encumbrance section of the title on 28th July 2026.
4. It is averred that finalization and collection of the perfected security documents were delayed due to administrative delays at the Land Registry despite due diligence and follow-ups. As a consequence of the delay at the Land Registry, the statutory 30-day period prescribed under Section 885 of the Companies Act, 2015, to lodge the Charge with the Registrar of Companies lapsed.
5. It is further deponed that the directors of the Chargor have formally consented to this extension, and no prejudice will be suffered by any party if the orders are granted.
Analysis and Determination
6. Section 885 of the Companies Act, 2015 empowers the High Court to extend the period for registration of a charge or rectifies an omission/misstatement if satisfied that the omission to register within the statutory timeframe was accidental, due to inadvertence or other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders.
7. Upon perusal of the Supporting Affidavit and attached exhibits, the Court notes that the letter of instruction from National Bank of Kenya Limited dated 11th June 2026 confirms the transaction; the booking form demonstrates that the registration process was initiated on 16th July 2026, and stamp duty payment was settled on 28th July 2026; the title entry confirms registration of the Charge at the Land Registry on 28th July 2026, well within the timelines.
8. It is therefore evident from the record that the delay in lodging the charge with the Companies Registry was occasioned by administrative processing timelines at the Land Registry and does not demonstrate bad faith or deliberate negligence on the part of the Applicant. Extending time will rectify an administrative omission, allow proper perfection of the lender's security, and protect the financial facilities extended to the Applicant.
9. No third-party prejudice has been shown.
10. Accordingly, the Notice of Motion is merited and is hereby allowed on the following terms:
i. The time within which the Applicant shall lodge and register the Charge over Title No. NAIROBI/BLOCK 23/110 at the Companies Registry pursuant to Section 885 of the Companies Act, 2015, is hereby extended by thirty (30) days from the date of this Order.
ii. The Registrar of Companies is directed to receive, register the Charge documents upon presentation, and issue the requisite Certificate of Registration of Mortgage/Charge.
iii. There shall be no order as to costs.
11. It is so ordered.
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 11TH DAY OF SEPTEMBER 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court