The Co-operative Bank of Kenya Limited & 1 other v The Registrar of Companies

2. The application is expressed to be ex parte and is supported by the affidavit of Isaiah Mungai Kamau, sworn on the same date. 3. The substantive prayer sought is that the Court be pleased to extend time for registration of a charge created by the 2nd Applicant in favour of the 1st Applicant, for a period of thirty (30) days or such other time as the Court may deem fit. 4. The charge, which was created on 10 March 2026 to secure banking facilities advanced to Golf View Limited, relates to the following properties: Nairobi Block 37/288/80; Nairobi Block 37/288/71; Nairobi Block 37/288/54; and Nairobi Block 37/288/51. 5. The material facts, as presented in the affidavit evidence, are not in dispute: The charge was required to be registered within 30 days pursuant to Section 885 of the Companies Act. The Applicants lodged the charge for registration on 10 March 2026 through the Ardhisasa platform. However, due to system delays on the Ardhisasa platform, the charge was only registered on 7 April 2026. 6. Consequently, the statutory period lapsed before registration at the Companies Registry could be effected.

page 2 of 5

7. The Applicants assert that unless time is enlarged, the charge risks being rendered void under Section 889 of the Act, the 1st Applicant may lose its security, leading to a risk of statutory non-compliance consequences. Analysis and Determination 8. I have considered the application. The sole issue for determination is whether this Court should exercise its discretion under Section 888 of the Companies Act to extend time for registration of the charge. 9. Section 888 of the Companies Act vests the Court with discretionary power to extend time for registration of a charge where it is satisfied that: the omission to register was accidental, due to inadvertence, or other sufficient cause; and the extension will not prejudice creditors or shareholders. 10. In the present case, the explanation offered is that the delay was occasioned by system challenges on the Ardhisasa platform. 11. The Court takes judicial notice of the transition to electronic land and company registration systems and the

page 3 of 5

occasional technical delays attendant thereto. The explanation given is plausible and constitutes sufficient cause. 12. The Applicants demonstrated diligence. The charge was promptly prepared and lodged on the date of its creation, and Stamp duty was paid, and the charge registered at the Lands Registry. This indicates a clear intention to comply with the law. 13. The Applicants have averred, and there is no evidence to the contrary, that no prejudice will be occasioned to creditors or shareholders, and that the registration merely perfects an already existing security interest. 14. The Court is satisfied that no prejudice will arise. 15. On the contrary, failure to extend time would result in invalidation of security and undue hardship to the lender despite substantial compliance. 16. The Court is persuaded that it is just and equitable to grant the orders sought. 17. In exercising this discretion, I am 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

page 4 of 5

prejudiced, the Court should favor the perfection of substantive security interests over procedural technicalities. 18. In the circumstances, I find merit in the application. Accordingly, the Court makes the following orders: i. Time for registration of the charge created by the 2nd Applicant in favour of the 1st Applicant over properties: Nairobi Block 37/288/80; Nairobi Block 37/288/71; Nairobi Block 37/288/54; and Nairobi Block 37/288/51, is hereby extended for a period of thirty (30) days from the date hereof. ii. 19. Costs of the application to be borne by the Applicants. It is so ordered. DATED, SIGNED, AND DELIVERED AT NAIROBI THIS 30TH DAY OF MAY 2026 HON. MR. JUSTICE MOSES ADO Judge of the High Court

page 5 of 5