Registering and discharging a charge with BRS

How a Kenyan company registers a charge or debenture over its assets with BRS, removes it on form CR28 once the loan is repaid, and keeps the papers.

By Achekam · 11 October 2026 · 4 min read · For Running a business businesses in Kenya

A bank agrees to lend against the company's delivery trucks, or takes a debenture over everything the company owns. The loan agreement is signed and the money arrives. On the company's side it feels finished. On the lender's side, an important step remains: getting the charge onto the company's record at the Business Registration Service.

Years later the loan is repaid, and a second step is often forgotten. The charge stays on the record until someone files to remove it, and the next lender, investor or buyer of the business will see it. This article covers both ends of a charge's life, and the records the company should keep in between.

Charges and debentures in BRS's register

The Business Registration Service says its Companies Registry administers the Companies Act, 2015, the Registration of Business Names Act and the Limited Liability Partnerships Act. Among its functions it lists registering companies, LLPs and business names, registering debentures and charges, and enforcing compliance.

A charge gives the lender rights over specific assets, or over the company's assets generally in the case of a debenture, if the loan is not repaid. Registering it puts those rights on the company's record at the Registry, where other people dealing with the company can learn of them. Agree at the outset whether the lender or the company will handle the filing; either way, the company should know it has been done.

Forms CR25 to CR27

BRS lists form CR25 for the particulars of a charge created by a Kenyan company, under section 878 of the Companies Act, 2015. Its fee schedule lists the registration of a debenture or charge with the security instrument and form CR 25, 26 or 27.

The fee schedule groups those three forms together. CR25 is the one BRS describes for a charge created by a Kenyan company; check the forms page, or ask the lender's advocate, which form applies to your particular instrument before anything is lodged. Keep a copy of the form exactly as filed, with the security instrument it relates to.

Satisfaction of a charge on CR28

BRS lists form CR28 as a memorandum of full or partial satisfaction of a charge, under section 887 of the Companies Act, 2015.

"Satisfaction" is the formal word for the debt being paid or the security being released. Full satisfaction ends the charge. Partial satisfaction records that part of the debt has been paid or part of the property released. When the final instalment of a loan is paid, ask the lender for the documents needed to file CR28, and make sure someone files it. A charge that was paid off years ago but still shows on the record can delay a new facility, a share sale or a tender, at exactly the moment the company wants things to move quickly. Transferring shares in a Kenyan company is one transaction where an outdated charge can cause questions.

Fees and timing

BRS's fee schedule, which is undated, lists:

Check the current fees on BRS's pages before you pay. The fee schedule's turnaround is BRS's processing time, not a legal deadline for lodging; any time limit for delivering the particulars of a charge comes from the Companies Act itself, so confirm it with your company secretary or advocate on the day the charge is created. The security instrument may also carry stamp duty, with its own timing; see stamp duty deadlines in Kenya.

Charged assets in Achekam's fixed asset register

Achekam's fixed-asset register lets a business add assets at cost, depreciate them monthly by straight line or reducing balance with a journal each month, and dispose of them with the profit or loss posted. Tax wear-and-tear is not worked out, and the register is not part of Business Essentials.

The register tracks the accounting life of each asset. The charge is a legal matter recorded at BRS. Bring the two together with a short schedule kept beside the register: each charged asset or class of assets, the lender, the date the charge was registered, the form used, and the date of satisfaction once filed.

That schedule earns its keep at disposal. Before selling or scrapping an asset, check the schedule. If the asset is charged, read the security document first: it may restrict the sale or require the lender's consent. Only then dispose of it in the register. Company records generally are covered in accounting records under the Companies Act.

Keeping security documents together

Each facility generates a small bundle of documents that will be needed years later. Keep them together in Achekam's Document Centre, a folder-based store where a business uploads files or whole folders, tags and searches them, and keeps earlier versions when a document is replaced.

A folder per facility might hold:

1. the loan agreement and any variations;
2. the security instrument;
3. the CR form lodged and BRS's confirmation of registration;
4. the stamp duty receipt, where one applies;
5. the lender's release documents on repayment;
6. the CR28 as filed and BRS's confirmation.

Tag each folder with the lender's name and the assets covered, so it can be found by search when a buyer's lawyer asks.

BRS publishes the Companies Registry forms, including CR25 for the particulars of a charge and CR28 for a memorandum of satisfaction, alongside the forms for incorporating a company and notifying changes.

General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.