Family Bank Limited v Business Registration Services (Miscellaneous Civil Application E450 of 2026) [2026] KEHC 5281 (KLR) (23 April 2026) (Ruling)

REPUBLIC OF KENYA IN THE HIGH COURT OF KENYA AT NAIROBI MILIMANI COMMERCIAL COURTS MISCELLANEOUS CIVIL APPLICATION NO. E450 OF 2026 IN THE MATTER OF THE COMPANIES ACT NO. 17 OF 2015 AND IN THE MATTER OF AN APPLICATION FOR EXTENSION OF TIME FOR REGISTRATION OF A CHARGE FAMILY BANK LIMITED.............................................................APPLICAN T VERSUS BUSINESS REGISTRATION SERVICES......................................RESPONDENT Introduction RULING 1. Before Court is the Notice of Motion dated 22nd April 2026, brought by Family Bank Limited (the Applicant). The Applicant seeks an order for the extension of time to register a Charge dated 13th March 2026 , created in its favor by The Marc Nile Suites Limited (the Chargor). 2. The Application is premised on Sections 878, 879, 884, 885, 888, and 889 of the Companies Act, No. 17 of 2015, and is supported by the affidavit of Eric Kibara Agevi, an Advocate of the High Court of Kenya. The Applicant seeks a further period of 30 days from the date of the order to register the said Charge with the Registrar of Companies. 3. The facts, as deponed in the supporting affidavit and substantiated by the annexed documents, are that on 13th March 2026, the Chargor executed a Charge in favor of the Applicant to secure a principal sum of Kshs. 13,500,000.00 over Title Numbers: NAIROBI/BLOCK 153/557 and NAIROBI/BLOCK 153/558. 4. It is further deponed that the Charge was successfully registered at the Land Registry on 23rd March 2026. However, the statutory period for registration with the Registrar of Companies under the Companies Act has since lapsed due to what the Applicant describes as an inadvertent omission. 5. Due to the time lapse, the Applicant has now moved this Court on the grounds to extend time on grounds that the failure to register the Charge within the prescribed 30-day window was not intentional but resulted from an administrative oversight, and that the intervention of the Court is necessary to forestall prejudice to the contractual and business relationship between the Applicant and the Chargor. 6. The Applicant contends that no creditor or member of the company is likely to be prejudiced by the grant of the orders sought, and that the Application has been made without undue delay, shortly after the omission was discovered. Analysis and Determination 7. Section 888 of the Companies Act, 2015, empowers this Court to extend the time for registration of a charge if it is satisfied that the failure to register was accidental or due to inadvertence, and that it is just and equitable to grant relief. 8. In this instance, the Applicant has demonstrated that a valid Charge exists, it has been registered at the relevant Land Registry, and the delay in filing with the Registrar of Companies was an inadvertent procedural lapse. 9. In re ABSA Bank Kenya PLC (Miscellaneous Cause E024 of 2026) [2026] KEHC 148 (KLR), the Court emphasized that the discretion to enlarge time is well-recognized where sufficient cause is shown. 10. Similarly, in Bank of Baroda Kenya Ltd v Registrar of Companies [2025] eKLR. the Court held that where a charge has been duly executed, stamped, and registered at the Lands Registry, the subsequent failure to lodge it with the Registrar of Companies within the 30-day window is a procedural omission that is clearly rectifiable. 11. Applying the above principles to the facts of this case, the Court finds that the Applicant has acted in good faith and that granting the extension will regularize the security position without harming third parties. 12. Consequently, the Court makes the following orders: i. That the time for registration of the Charge dated 13th March 2026 created by The Marc Nile Suites Limited in favor of Family Bank Limited is hereby extended for a period of thirty (30) days from the date of this Order. ii. That the Registrar of Companies is directed to accept and register the said Charge upon the Applicant's compliance with any other requisite filing procedures and payment of fees. iii. That there be no order as to costs. 13. It is so ordered. DATED, SIGNED, AND DELIVERED AT NAIROBI THIS 23RD DAY OF APRIL 2026 HON. MR. JUSTICE MOSES ADO Judge of the High Court