https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/9555

In re Stamford TC Ltd (Miscellaneous Cause E698 of 2026) [2026] KEHC 9555 (KLR) (Commercial and Tax) (19 June 2026) (Ruling) Neutral citation: [2026] KEHC 9555 (KLR) Republic of Kenya In the High Court at Nairobi (Milimani Commercial Courts) Commercial and Tax Miscellaneous Cause E698 of 2026 MO Ado, J June 19, 2026 IN THE MATTER OF STAMFORD TC LIMITED AND IN THE MATTER OF THE COMPANIES ACT, 2015 AND IN THE MATTER OF AN APPLICATION FOR EXTENSION OF TIME FOR REGISTRATION OF A CHARGE Ruling 1.Before the Court is the Notice of Motion dated 16th June 2026 brought by Stamford TC Limited seeking an order extending time within which a Charge dated 1st April 2026 made between Pwani Oil Products Limited as Chargor and Stamford TC Limited as Security Trustee may be registered at the Companies Registry. 2.The application is expressed to be brought under Sections 885 and 888 of the Companies Act and is supported by the affidavit of Cecil Kuyo sworn on 16th June 2026. 3.The Applicant's case is that a Charge was created over Land Reference Number 1695/IV/MN (Original Number 145), C.R. 74331, to secure financial facilities advanced to the Chargor. A copy of the Charge was exhibited to the supporting affidavit. 4.The Applicant avers that although the Charge was duly executed, registration of the instrument at the Companies Registry was not undertaken within the statutory period owing to operational and procedural challenges encountered in completing registration formalities at the Mombasa Land Registry, which formalities were necessary before registration at the Companies Registry could be effected. 5.The Applicant further contends that the omission was inadvertent, was occasioned by circumstances beyond its control and that neither the Chargor nor any third party would suffer prejudice if the Court were to grant the extension sought. Analysis and Determination 6.The Court has considered the Motion, the supporting affidavit and the annexed Charge. 7.The jurisdiction of the Court to extend the period for registration of a charge arises under Section 888 of the Companies Act. The provision empowers the Court, where it is satisfied that the failure to register a charge within the prescribed period was accidental, due to inadvertence, or to some other sufficient cause, and where the omission does not prejudice creditors or shareholders, to direct that the time for registration be extended on such terms as it considers just. 8.From the material placed before the Court, the Charge is dated 1st April 2026 and secures substantial financial obligations in favour of the Applicant as Security Trustee. 9.The explanation advanced for the delay is that registration at the Companies Registry could not be completed within time because of operational and procedural challenges encountered in finalising registration processes at the Mombasa Land Registry. 10.There is no suggestion of bad faith, deliberate disregard of statutory requirements or an attempt to gain an unwarranted advantage over other creditors. On the contrary, the evidence before Court shows that the parties intended the Charge to be perfected and that the delay arose from administrative and procedural difficulties connected with the registration process. 11.The Court is also satisfied that no prejudice has been demonstrated as likely to be suffered by the Chargor, creditors, shareholders or any other person if the extension is granted. The purpose of the application is merely to enable perfection of an already executed security instrument. 12.In exercising this discretion, the Court is guided by the principle established in National Bank of Kenya Ltd v Michael Ndungu [2018] eKLR, which emphasizes that where a delay is explained, and no third-party interests are prejudiced, the Court should favor the perfection of substantive security interests over procedural technicalities. 13.The Court is therefore persuaded that sufficient cause has been shown to warrant the exercise of its discretion in favour of the Applicant. 14.Accordingly, the Notice of Motion dated 16th June 2026 is merited and is hereby allowed on the following terms: -i.The time for registration of the Charge dated 1st April 2026 made between Pwani Oil Products Limited as Chargor and Stamford TC Limited as Chargee and Security Trustee over Land Reference Number 1695/IV/MN (Original Number 145), C.R. 74331, is hereby extended for a period of thirty (30) days from the date of this ruling.ii.The Registrar of Companies shall be at liberty to register the said Charge upon presentation notwithstanding the lapse of the statutory period prescribed for registration.iii.There shall be no order as to costs. 15.It is so ordered. DATED, SIGNED, AND DELIVERED AT NAIROBI THIS 19TH DAY OF JUNE 2026HON. MR. JUSTICE MOSES ADOJUDGE OF THE HIGH COURT