[2010] KEHC 3900 (KLR)
The court found that Strabag East Africa Limited had complied with all statutory requirements for voluntary winding up, including passing a directors' resolution and gazetting the petition. The company had been dormant since 2001 and had no assets or liabilities to third parties. In the absence of any objection or...
Source-derived case information.
- Citation
- [2010] KEHC 3900 (KLR)
- Parties
- Applicant: Strabag East Africa Limited; Applicant: Karl Heinx Schneider; Applicant: Benedikt Heribert Schippers
- Court
- High Court
- Court Station
- High Court at Nairobi (Milimani Commercial Courts)
- Jurisdiction
- Kenya
- Case Number
- Winding Up Cause 8 of 2009
- Procedural Posture
- Winding Up Cause / Ruling
- Outcome
- petition granted; company ordered wound up; official receiver appointed as provisional liquidator; costs to be taxed and paid out of company assets.
- Judges
- A. Ong’injo
- Legal Topics
- Company Winding Up, Voluntary Liquidation, Dormant Company, Striking Off Register
- Source Language
- en
Source-derived case record
Summary, issues, holding and outcome
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Parties
Strabag East Africa Limited
Applicant
Karl Heinx Schneider
Applicant
Benedikt Heribert Schippers
Applicant
Procedural Posture
Winding Up Cause / Ruling
Legal Issues
- 1 Whether the company should be wound up voluntarily under the Companies Act.
- 2 Whether the company has complied with all statutory requirements for winding up.
- 3 Whether the company has any outstanding assets or liabilities to third parties.
Ratio Decidendi
The court found that Strabag East Africa Limited had complied with all statutory requirements for voluntary winding up, including passing a directors' resolution and gazetting the petition. The company had been dormant since 2001 and had no assets or liabilities to third parties. In the absence of any objection or evidence to the contrary, the court was satisfied that the reliefs sought were justified. Accordingly, the court granted the winding-up order and appointed the official receiver as provisional liquidator, with costs to be taxed and paid out of the company's assets.
Court Disposition
petition granted; company ordered wound up; official receiver appointed as provisional liquidator; costs to be taxed and paid out of company assets.
Orders
- A winding-up order is issued against Strabag East Africa Limited.
- The official receiver is appointed as the company's provisional liquidator.
Full Case Text
Judgment text and source record
23 paragraphs
REPUBLIC OF KENYA
IN THE HIGH COURT OF KENYA
AT NAIROBI (MILIMANI COMMERCIAL COURTS)
Winding Up Cause 8 of 2009
IN THE MATTER OF STRABAG EAST AFRICA LIMITED
AND
IN THE MATTER OF THE COMPANIES ACT (CAP 486)
LAWS OF KENYA
R U L I N G
This is a petition voluntary winding up cause brought by Strabag East African Limited under the Companies Act (Cap) 486) Laws of Kenya. The same was filed by Karl Heinx Schneider and Benedikt Heribert Schippers who are the Directors of the company. This court is satisfied that all due steps were taken leading to this hearing including gazetting the petition in the official gazette (G. No. Vol. CXI 62 of 17th July 2009. Besides the above, the Company also passed a resolution dated 5th August, 2008 which has been signed by all the directors. The said resolution states as follows:
“that the Company be closed and that the Registrar of Companies BE and is HEREBY requested to strike off the Company from the Register of Companies with immediate effect as it has remained dormant and unoperational since a number of years and it has no prospects of any further business for the foreseeable future.
It is further placed on record that the Company has no assets or liabilities to third parties as at the date of the Resolution.”
Apart from the above, the company’s representative viz Mr. Japheth Kimathi Musimi also informed the court that the company has been dormant since the year 2001.
After perusing the petition along with the affidavits and annextures, this court is satisfied that the reliefs sought by Mr. Musimi’s be and are hereby granted. The court is satisfied that a winding-up order do issue and that the official receiver be appointed the company’s provisional liquidator. And the costs herein be taxed and paid out of the company’s assets.
Orders accordingly.
MUGA APONDI
JUDGE
Read, signed and delivered in the presence of:
No appearance for - Petitioner’s counsel
Milimo -Company’s Counsel
MUGA APONDI
JUDGE
18TH FEBRUARY 2010