[2023] KEHC 1274 (KLR)
The court held that while the applicant is the sole beneficiary of the deceased's estate following the confirmed grant, the shares in the two companies—though not listed in the certificate of confirmation—are held jointly by the applicant and the estate. The Letters of Administration empower the applicant to manage...
Source-derived case information.
- Citation
- [2023] KEHC 1274 (KLR)
- Parties
- Applicant: Eliud Mutahi Nderitu
- Court
- High Court
- Court Station
- High Court at Naivasha
- Jurisdiction
- Kenya
- Case Number
- Succession Cause 9 of 2020
- Procedural Posture
- Succession Cause / Ruling on Chamber Summons Application for Registration of Shares
- Outcome
- Application partially allowed.
- Judges
- GL Nzioka
- Legal Topics
- Probate and Administration, Company Shares Transfer, Confirmation of Grant, Estate Distribution
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Eliud Mutahi Nderitu
Applicant
Procedural Posture
Succession Cause / Ruling on Chamber Summons Application for Registration of Shares
Legal Issues
- 1 Whether shares in two companies held jointly by the applicant and the deceased should be registered solely in the applicant's name upon confirmation of grant.
- 2 What is the legal effect of registering company shares in the name of the applicant as an individual rather than as administrator of the estate.
- 3 Whether the shares should be added to the list of assets devolving upon the applicant under the confirmed grant.
Ratio Decidendi
The court held that while the applicant is the sole beneficiary of the deceased's estate following the confirmed grant, the shares in the two companies—though not listed in the certificate of confirmation—are held jointly by the applicant and the estate. The Letters of Administration empower the applicant to manage the shares, but registration in his individual name must comply with company law. The appropriate order is to add the deceased's shares in the two companies to the list of assets devolving upon the applicant. Any change in shareholding should be effected by submitting the certificate of confirmation of grant to the Registrar of Companies for the necessary action, rather than by...
Court Disposition
Application partially allowed.
Orders
- The shares held by the deceased in the two companies shall be added to the list of assets devolving upon the applicant under the confirmed grant.
- If the applicant wishes to change the shareholding on record, the certificate of confirmation of grant shall be submitted to the Registrar of Companies for necessary action.
Full Case Text
Judgment text and source record
14 paragraphs
In re Estate of Rachel Wanjiku Kariuki (Deceased) (Succession Cause 9 of 2020) [2023] KEHC 1274 (KLR) (20 February 2023) (Ruling)
Neutral citation: [2023] KEHC 1274 (KLR)
Republic of Kenya
In the High Court at Naivasha
Succession Cause 9 of 2020
GL Nzioka, J
February 20, 2023
In The Matter Of The Estate Of Rachel Wanjiku Kariuki (Deceased)
In the matter of
Eliud Mutahi Nderitu
Applicant
Ruling
The chamber summons application dated September 21, 2022 is considered. The prayers therein and the supporting documents too are considered. The applicant seeks that, all the shares in two companies be registered in his name. In my considered opinion upon receipt of the Letters of Administration issued herein and confirmed vide a certificate of confirmation dated and signed on February 3, 2022, the applicant became the sole beneficiary of the Estate of the deceased. It is clear from the assets listed in the certificate confirmed grant that, the shares in the two companies are not listed. However, it does appear from the records filed that, the subject shares are held in the joint names of the applicant and the Estate of the deceased. The Letters of Administration granted to the applicant should be adequate for him to manage the company and the shares. The applicant wants the shares to be registered in his individual name as opposed to the names of the Administrator of the deceased’s Estate and himself. The question that arises is the legal effect of registering those shares in the name of the applicant as an individual as opposed to the artificial entity of the company. The change of ownership of the shares in the company must be considered in the light of company law. In my further considered opinion, as much as a company can now have one director, the same cannot be wound up under circumstances, where the court removes a deceased director through a court order. The appropriate order to make in this matter would be that, the shares held by the deceased in the two companies be added on the list of the assets that devolve upon the applicant. Thus, the companies remains as they are, save that the applicant is the sole shareholder. If the applicant wants to change shareholding on record, the certificate of confirmation of grant be submitted to the Registrar of Companies for the necessary action. That then is the order of the court.
DATED, DELIVERED AND SIGNED THIS 20TH FEBRUARY 2023. GRACE L. NZIOKAJUDGEIn the presence of:-Petitioner presentCourt Assistant- Ogutu