Kcb Bank Kenya Limited & another v Registrar of Companies (Miscellaneous Application E386 of 2026) [2026] KEHC 5284 (KLR) (Civ) (3 April 2026) (Ruling)

Kcb Bank Kenya Limited & another v Registrar of Companies (Miscellaneous Application E386 of 2026) [2026] KEHC 5284 (KLR) (Civ) (3 April 2026) (Ruling) Neutral citation: [2026] KEHC 5284 (KLR) Republic of Kenya In the High Court at Nairobi (Milimani Law Courts) Civil Miscellaneous Application E386 of 2026 MA Otieno, J April 3, 2026 IN THE MATTER OF THE COMPANIES ACT (CAP 486), LAWS OF KENYA AND IN THE MATTER OF AN APPLICATION TO RECTIFY THE REGISTER OF CHARGES AT THE COMPANIES REGISTRY Between Kcb Bank Kenya Limited 1st Applicant Pilot Gatias Limited 2nd Applicant and The Registrar of Companies Respondent Ruling Introduction 1.Before this Court is a Notice of Motion dated 1st April 2026, brought under Section 888 of the Companies Act (Cap 486) and other enabling provisions of the law. The Applicants seek an order directing the Registrar of Companies to rectify the Register of Charges and the corresponding Certificate of Registration of a Charge in respect of a Further Charge over Title No. Nairobi/Block 10/403. 2.The Motion is supported by the Supporting Affidavit of James Kariuki Muchiri, a director of the 2nd Applicant, sworn on 1st April 2026, together with several annexures. 3.The factual background, as gleaned from the pleadings and annexures, is that on 25th November 2024, the 2nd Applicant charged Title No. Nairobi/Block 10/403 to the 1st Applicant to secure Kshs. 67,500,000. 4.At the request of the 2nd Applicant, the 1st Applicant agreed to extend further advances of Kshs. 48,000,000, leading to preparation and execution of a Further Charge in Form LRA 53. 5.The duly executed Further Charge instrument indicated the date of issue as 23rd February 2026. However, upon registration, the Respondent erroneously entered the date of issue as 26th February 2026, as shown in the Certificate of Registration of a Charge and the Register of Charges. 6.It is the Applicants’ case that upon discovery of the error, the 1st Applicant wrote to the 2nd Applicant’s advocates requesting that appropriate steps be taken to effect rectification, leading to the present joint application by the parties. Analysis and Determination 7.Having carefully considered the application, I find that the sole issue for determination is whether this Court should issue an order directing the Registrar of Companies to rectify the Register of Charges and the Certificate of Registration of a Charge to reflect the correct date of issue, 23rd February 2026. 8.The power of this Court to order rectification of the Register of Charges is set out under Section 888 of the Companies Act (Cap 486), which empowers the Court to order rectification where there is an omission, misstatement, or error occurs in the registration of any charge; and such rectification does not prejudice the rights of third parties. 9.From the material before the Court, it is evident that the Further Charge was validly executed by both Applicants on 23rd February 2026. The supporting exhibits (JKM‑1 to JKM‑5) confirm that the only error relates to the date entered by the Respondent, which the Applicants attribute to inadvertence. 10.It is evident that the error on the dates is clerical in nature, affecting only the accuracy of the registry entry, not the substance or validity of the charge. There is no evidence of prejudice to any third party; nor has the Respondent opposed the application. 11.The Court therefore finds that this is a proper case for rectification. Correcting the date ensures that the Register of Charges accurately reflects the true position, promotes commercial certainty, and upholds the integrity of the public register. 12.For the foregoing reasons, the Court finds merit in the Applicants’ Motion. Accordingly, the Court makes the following orders:i.An order is hereby issued directing the Registrar of Companies to rectify the Register of Charges relating to Title No. Nairobi/Block 10/403 by amending the date of issue of the Further Charge to read 23rd February 2026, being the correct date reflected in the executed instrument.ii.The Registrar of Companies shall also rectify the corresponding Certificate of Registration of a Charge to reflect the correct date of issue, that is, 23rd February 2026.iii.Costs shall be in the cause. 13.It is so ordered. DATED, SIGNED, AND DELIVERED AT NAIROBITHIS 3RD DAY OF APRIL 2026HON. MR. JUSTICE MOSES ADOJUDGE OF THE HIGH COURTIn the presence of: -C/A – Moses..………………….for the Applicant/Plaintiffs….……………….for the Respondents/Defendants