In re Parkside Medical Centre Limited & 2 others (Applicants) (Miscellaneous Civil Application 429 of 2026) [2026] KEHC 6776 (KLR) (Commercial and Tax) (17 April 2026) (Ruling) Neutral citation: [2026] KEHC 6776 (KLR) REPUBLIC OF KENYA IN THE HIGH COURT AT NAIROBI (MILIMANI COMMERCIAL COURTS) COMMERCIAL AND TAX MISCELLANEOUS CIVIL APPLICATION 429 OF 2026 MO ADO, J APRIL 17, 2026 IN THE MATTER OF THE COMPANIES ACT 2015 AND IN THE MATTER OF AN APPLICATION BY PARKSIDE MEDICAL CENTRE IN THE MATTER OF PARKSIDE MEDICAL CENTRE LIMITED ................................... 1ST APPLICANT BELL KENYA COMPANY LIMITED ............................................. 2ND APPLICANT PRIME BANK LIMITED .................................................................. 3RD APPLICANT RULING Introduction 1. Before this Court is a Notice of Motion dated 8th April 2026, brought under Sections 888(1)(a), (2)(a) (i), and (b) of the Companies Act, 2015. The Applicants seek orders for the extension of time to register a Charge dated 3rd February 2026. 2. The application is supported by the Affidavit of Liza Mutungi, an Advocate of the High Court of Kenya, sworn on 8th April 2026. 3. The background of the matter is that the 3rd Applicant, Prime Bank Limited, advanced a sum of Kenya Shillings Seventy-Five Million (Kshs. 75,000,000.00) to the 2nd Applicant. This facility is secured by a Charge over Land Title Nos. NAIROBI/BLOCK12/534 and NAIROBI/BLOCK12/532, registered in the name of the 1st Applicant. 4. It is deponed that the Charge was executed on 3rd February 2026. According to Section 885(1)(a) of the Companies Act, such a charge must be registered within thirty (30) days of its creation. https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/6776/eng@2026-04-17 1
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5. The Applicants state that while the registration process was initiated on the Ardhisasa platform and stamp duty was paid promptly, the registration at the Lands Registry took longer than anticipated. 6. Consequently, the statutory 30-day period for registration at the Companies Registry lapsed before the process could be completed. The Charge was eventually registered at the Lands Registry on 18th March 2026. Analysis and Determination 7. The Court has considered the application together with the annexures. The Court’s jurisdiction to intervene is found in Section 888(1) of the Companies Act, which provides that the Court may order an extension of time for registration if it is satisfied that: a. The failure to register was accidental or due to inadvertence or to some other sufficient cause; or b. The failure is not of a nature to prejudice the position of creditors or shareholders of the company. 8. In the present case, the Applicants have demonstrated that the delay was not a result of negligence or a lack of intent to comply with the law. The evidence shows that the parties promptly initiated the registration process on the Ardhisasa digital platform and paid the requisite stamp duty. 9. It is also evident from the record that the registration of the Charge at the Lands Registry—a prerequisite for the finalization of the company registration—was only completed on 18th March 2026 (as evidenced by the Land Registrar's seal on “Exhibit LM 1”). 10. The Court takes judicial notice of the fact that the transition to digital land records and the Ardhisasa platform can occasionally involve systemic delays that are beyond the control of legal practitioners and their clients. 11. Further, the delay in this matter (approximately one month past the deadline) is relatively short and was demonstrably occasioned by the chronological necessity of completing land registration before company registration. This clearly falls under the category of “other sufficient cause” and “inadvertence”. 12. Regarding any prejudice that may be occasioned to other parties, the deponent, Liza Mutungi, has averred that the extension will not prejudice the creditors or shareholders of the 1st and 2nd Applicants. There is no evidence before this Court of any insolvency proceedings, liquidation, or competing subsequent charges that would be unfairly displaced by this registration. 13. The primary objective of Section 888 is to provide relief to parties where a bona fide mistake or administrative hurdle has occurred, ensuring that commercial transactions are not frustrated by technicalities, provided the rights of third parties are not infringed. 14. In Bank of Baroda Kenya Ltd v Registrar of Companies [2025] eKLR, the court held that if the delay was not wilful or negligent, the court should exercise its discretion to prevent the security from becoming void. 15. Here, the Court is satisfied that the delay was not wilful or negligent. Consequently, the Applicants have met the threshold for the exercise of this Court’s discretion. The delay was justifiable, the application was brought without unreasonable delay (filed 8th April 2026), and the interests of justice favor the perfection of the security to reflect the true financial position of the parties. 16. Accordingly, the Court finds the application to be merited and grants the following orders: https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/6776/eng@2026-04-17 2
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17. i. That the time for registration of the Charge dated 3rd February 2026 created by Parkside Medical Centre Limited and Bell Kenya Company Limited in favour of Prime Bank Limited be and is hereby extended by thirty (30) days from the date of this Order. ii. That the Registrar of Companies shall, upon payment of the requisite fees, register the particulars of the said Charge. iii. That there be no order as to costs. It is so ordered. DATED, SIGNED, AND DELIVERED AT NAIROBITHIS 17TH DAY OF APRIL 2026 HON. MR. JUSTICE MOSES ADO JUDGE OF THE HIGH COURT https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/6776/eng@2026-04-17 3
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