[2019] KEHC 7800 (KLR)
The court declined to grant the orders sought for immediate rectification of the company register, citing concerns about the propriety of filing the application in Nairobi rather than Mombasa, where the company operates, and the apparent death of George Barbour prior to the alleged share transfers. The court...
Source-derived case information.
- Citation
- [2019] KEHC 7800 (KLR)
- Parties
- Applicant: Ann Muthoni Mwangi; Respondent: Registrar of Companies
- Court
- High Court
- Court Station
- High Court at Nairobi (Milimani Commercial Courts)
- Jurisdiction
- Kenya
- Case Number
- Miscellaneous Case 72 of 2019
- Procedural Posture
- Miscellaneous Application / Ruling on Interlocutory Application
- Outcome
- Interim orders issued; substantive application deferred pending Registrar's response.
- Judges
- MM Kasango
- Legal Topics
- Rectification of Company Register, Shareholding Disputes, Companies Act Procedure
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Ann Muthoni Mwangi
Applicant
Registrar of Companies
Respondent
Procedural Posture
Miscellaneous Application / Ruling on Interlocutory Application
Legal Issues
- 1 Whether the court should order rectification of the register of Forty Thieves Beach Bar Limited to reflect the applicant's claimed shareholding.
- 2 Whether the application was properly filed in Nairobi instead of Mombasa, where the company operates.
- 3 Whether the Registrar of Companies acted lawfully in refusing to effect the changes in shareholding.
Ratio Decidendi
The court declined to grant the orders sought for immediate rectification of the company register, citing concerns about the propriety of filing the application in Nairobi rather than Mombasa, where the company operates, and the apparent death of George Barbour prior to the alleged share transfers. The court determined that the Registrar of Companies must be served and given an opportunity to explain the refusal to effect the changes before any substantive orders can be made. Interim orders were issued to prevent further changes to the company register pending the Registrar's response and further directions from the court.
Court Disposition
Interim orders issued; substantive application deferred pending Registrar's response.
Orders
- The Deputy Registrar shall serve the application and all accompanying documents upon the Registrar of Companies, who shall attend court to give reasons for refusal to effect the changes sought by Ann Muthoni Mwangi.
- No further changes shall be effected by the Registrar of Companies in regard to Forty Thieves Beach Bar Limited Company No. PVT-AAAGK02 until further orders of the court.
Full Case Text
Judgment text and source record
28 paragraphs
REPUBLIC OF KENYA
IN THE HIGH COURT OF KENYA AT NAIROBI
MILIMANI COMMERCIAL & TAX DIVISION
MISCELLANEOUS CASE NO. 72 OF 2019
ANN MUTHONI MWANGI....................................................APPLICANT
VERSUS
REGISTRAR OF COMPANIES ...................................... RESPONDENT
R U L I N G
1. Ann Muthoni Mwangi has filed this action under Sections 495 and 497 of the Companies Act. She seeks the following orders:
Ø That this Court be pleased to issue an order directing the forthwith rectification of the Register of the Company known as Forty Thieves Beach Bar Limited to reflect its shareholding as follows:
· Ann Muthoni Mwangi 500 ordinary shares.
· George Barbour 200 shares.
· Anthony George Barbour 300 shares.
2. The Applicant has deponed that George Barbour transferred his shares to her at first 300 shares on 24th July 2017, and 200 shares on 22nd August 2018, in Forty Thieves Beach Bar. This is a Company that operates in Diani Mombasa.
3. I was initially concerned and I am still concerned why the Applicant failed to move the High Court in Mombasa, with this application, which is the town where the Company’s business is operated. It does also seem as though George Barbour is dead and may have died in the year 2016.
4. The reason the Applicant has approached this Court is because, as she alleges, the Registrar of Companies has declined to incorporate the changes in share holdings of the Company.
5. I decline to grant orders as sought and I direct as follows:
a) The Deputy Registrar of this Court shall serve the application and all the accompanying documents upon the Registrar of Companies and the Registrar of Companies or his/her representative shall attend Court to give reason on refusal to effect the changes sought by Ann Muthoni Mwangi.
b) Until further orders of this Court there shall be no further changes effected by the Registrar of Companies in regard to the Company FORTY THIEVES BEACH BAR LIMITED Company No. PVT-AAAGK02.
c) This order shall be extracted by the Deputy Registrar of this Court and shall be served on the Registrar of Companies.
d) This matter shall be mentioned before Court on 15th May 2019 when the Registrar of Companies as directed in (a) above shall attend Court.
DATED, SIGNED and DELIVERED at NAIROBI this9THday of MAY,2019.
MARY KASANGO
JUDGE
Ruling ReadandDeliveredinOpen Courtin thepresenceof:
Sophie.................................... COURT ASSISTANT
............................................... FOR THE APPLICANT
............................................... FOR THE RESPONDENT