Mpingo Beach Apartments Limited v Kcb Bank Kenya Limited

4. It is further deposed that the registration at the Companies Registry is for the benefit of both the lender and the borrower absence of which registration the security is not fully perfected. A copy of the charge anf form CR 25 under section 878 of the Companies Act are annexed to the supporting affidavit. The applicant thus seeks extension of time in order to finalize the registration. 5. Section 878(1) and (4) of the Companies Act provides for the registration of charges created by a company as follows: SUBPARA S. 878(1) A company that creates a charge to which this section applies shall, before the deadline for registration, lodge with the Registrar for registration the particulars of the charge prescribed by the regulations, together with the document (if any) by which the charge is created or evidenced. ... SUBPARA (4) This section applies to the following charges created by a company: SUBPARA (a) a charge on land or any interest in land (other than a charge for any rent or other periodical sum issuing out of land) owned by the company or in which it has a proprietorial interest; 6. The charge created herein by the borrower in favour of the lender is on land and therefore is liable to have the particulars thereof together with the document by which the charge is created or evidenced lodged with the Registrar of Companies for registration. 7. Section 884 of the Companies Act, requires the Registrar of Companies to maintain a register of charges, register such charges, issue certificates of registration thereof, and authenticate the same with the Registrar’s Official Seal. 8. Under Section 885 of the Act, the timeline for registration of a charge is thirty (30) days from the date of its creation. In this case, the charge is said to have been created on 11th December 2025 and so the time for registration with the Companies Registrar expired on or about 10th January 2026. It is the applicant/borrower’s case that it has not yet lodged the charge for registration with the Companies Registrar. 9. However section 888(1) and (2) of the Companies Act provides that an interested person or the company itself may apply to the court for extension of the prescribed period for the registration upon satisfying the laid down conditions. The section provides that: S. 888(1) A company or interested person who claims that a failure to register a charge before the deadline for registration, or an omission or misstatement of a particular with respect to any such charge or in a memorandum of satisfaction or release— 2. a. was accidental or due to inadvertence or to some other reasonable cause; or b. is not of a nature to prejudice the position of creditors or members of the company, may apply to the Court for an order under subsection (2). If, on the hearing of an application made under subsection (1), the Court is satisfied— a. that the failure, or the omission or misstatement— i. was accidental or due to inadvertence or to some other reasonable cause; or https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/4517/eng@2026-02-18 2

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ii. is not of a nature to prejudice the position of creditors or members of the company; or a. that on other grounds it is just and equitable to grant relief, the Court may, subject to such conditions (if any) as it considers fair and reasonable, order the deadline for registration to be extended, or the omission or misstatement to be corrected. 10. It is the applicant’s case that the delay in lodging the registration was due to factors beyond them caused by the workings of the County Government of Kwale during the Christmas festive reason. I think the Court can take judicial notice of the fact of the Christmas holiday season and that in Kenya this holiday season sets in immediately after the celebration of Jamhuri day holiday on 12th December and, in no way saying that such should be the case, activities start slowing down almost naturally at this time, through the Christmas season and into the new year. I would therefore find that on that ground, it is just and equitable as provided for under section 888(2)(b) of the Act that the application for extension of time for registration of the charge be granted. 11. I therefore grant the prayer sought for extension of time for the registration of the charge dated 11th December 2025 over Title No. Kwale/Diani Beach/1731 by Mpingo Beach Apartments Ltd to KCB Bank Kenya Limited. 12. There are no orders for costs. 13. The file is hereby closed. 14. Orders accordingly. DELIVERED, DATED AND SIGNED ON THE VIRTUAL PLATFORM, MICROSOFT TEAMS THIS 18TH DAY OF FEBRUARY 2026. ANDAYI W. F. JUDGE In the presence of: No appearance for applicant. Ummu: Court Assistant. SIGNED BY/FOR: HON. JUSTICE ANDAYI W.F. https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/4517/eng@2026-02-18 3

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