Securities Perfection
Protect your secured lending with proper mortgage registration, charge perfection, and debenture registration under Kenyan law. We ensure your security interests are legally enforceable and properly prioritized.
Comprehensive Securities Perfection Services
From initial charge creation to final registration, we handle every aspect of perfecting your security interests under Kenyan law. Our expertise spans the Land Registration Act 2012, the Companies Act 2015, and all relevant regulatory frameworks.
Charge Registration
Timely registration of charges at the Lands Registry and Companies Registry within statutory deadlines. We handle all documentation and liaison with registries to ensure your charge is properly recorded.
Mortgage Documentation
Drafting and reviewing mortgage instruments, legal charges, and related security documentation. We ensure compliance with the Land Registration Act and protect your interests as mortgagee or mortgagor.
Debenture Registration
Creation and registration of debentures securing corporate borrowing. We draft debenture trust deeds, register charges at the Companies Registry, and ensure compliance with the Companies Act 2015.
Security Perfection Audits
Comprehensive review of existing security portfolios to identify gaps in perfection, expired registrations, or documentation deficiencies. We provide actionable recommendations and remediation support.
Discharge of Charges
Processing discharge and release of charges upon loan repayment. We prepare discharge instruments, file with registries, and ensure clean title is restored to the property owner.
Priority of Securities
Advisory on the ranking and priority of security interests, including subordination agreements and intercreditor arrangements. We help lenders understand and protect their priority position.
Charge Registration Under the Companies Act 2015
Section 878 of the Companies Act 2015 mandates that every charge created by a company must be delivered for registration at the Companies Registry within 30 days of creation. This includes charges over land, book debts, uncalled share capital, goodwill, intellectual property, and floating charges over the company's undertaking.
Failure to register within this window renders the charge void against a liquidator, administrator, or any creditor of the company. The consequence is severe: the debt secured by the unregistered charge becomes immediately payable, and the lender loses its secured status in any insolvency proceeding.
- 30-day statutory registration deadline
- Court application required for late registration
- Certificate of registration issued as proof
- Register of charges maintained at Companies Registry
Mortgage Registration Under the Land Registration Act
Under the Land Registration Act 2012 and the Land Act 2012, a charge over land must be registered at the relevant Land Registry to be effective against third parties. An unregistered charge is merely an equitable interest and will not bind a subsequent purchaser or chargee for value without notice.
Our team handles the entire mortgage registration process, from preparation of the charge instrument to stamping at the Kenya Revenue Authority (KRA) and presentation at the Land Registry. We conduct prior searches to confirm the property is free from existing encumbrances and ensure the charge is properly noted on the land register.
- Land Registry search and due diligence
- Stamp duty assessment and payment at KRA
- Charge instrument drafting and execution
- Registration and issuance of certificate of charge
Key Registries
- Nairobi Lands Registry
- County Land Registries
- Companies Registry (Sheria House)
- Kenya Revenue Authority
Debenture Creation and Registration
Debentures are a critical instrument in corporate borrowing, creating security over a company's assets through fixed and floating charges. We draft comprehensive debenture trust deeds that protect the interests of both lenders and borrowers while complying with the Companies Act 2015.
Our debenture services include structuring the security package, drafting the debenture instrument, preparing board and shareholder resolutions, and handling registration at both the Companies Registry and Land Registry where applicable. We also advise on enforcement mechanisms, including the appointment of receivers under the Insolvency Act 2015.
- Fixed and floating charge structuring
- Debenture trust deed drafting
- Board resolution preparation
- Dual registry registration (Companies + Land)
Debenture Components
- Fixed charges over specific assets
- Floating charges over undertaking
- Negative pledge clauses
- Crystallization triggers
Securities Perfection Questions
Securities perfection is the legal process of registering a security interest (such as a mortgage, charge, or debenture) with the relevant registry to make it enforceable against third parties. In Kenya, charges over land must be registered at the Lands Registry under the Land Registration Act, while company charges must be registered at the Companies Registry within 30 days of creation under the Companies Act 2015. Without proper perfection, a lender's security interest may be void against a liquidator or other creditors.
Under Section 878 of the Companies Act 2015, if a charge created by a company is not delivered for registration within 30 days of its creation, it is void against a liquidator, administrator, or any creditor of the company. The money secured by the charge also becomes immediately payable. Late registration can be applied for through a court order, but this involves additional legal costs and is not guaranteed.
A fixed charge attaches to a specific, identifiable asset (such as a particular piece of land or building) and prevents the company from dealing with that asset without the chargee's consent. A floating charge hovers over a class of assets (such as stock-in-trade or book debts) and allows the company to deal with those assets in the ordinary course of business until the charge crystallizes. Upon crystallization, a floating charge converts to a fixed charge. Fixed charges take priority over floating charges in insolvency.
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