https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/9897

Republic v Registrar of Companies & 13 others; Muiru & 2 others (Ex parte Applicants) (Commercial Case E113 of 2025) [2026] KEHC 9897 (KLR) (Commercial and Tax) (6 July 2026) (Ruling) Neutral citation: [2026] KEHC 9897 (KLR) Republic of Kenya In the High Court at Nairobi (Milimani Commercial Courts) Commercial and Tax Commercial Case E113 of 2025 BK Njoroge, J July 6, 2026 Between Republic Applicant and The Registrar Of Companies Respondent and Jane Njoki Kiambati 1st Interested Party Winnie Wanjiku Njuguna 2nd Interested Party Peris Wanjiku Mbugua 3rd Interested Party Mary Njambi Mwangi 4th Interested Party Ferdinand Githethuki Muchomba 5th Interested Party Samuel Karanja Kamau 6th Interested Party John Gathu Mwai 7th Interested Party Silas Njuguna Burugu 8th Interested Party Sammy Kaguora Kigamba 9th Interested Party Joseph Kimani Kariuki 10th Interested Party Ruth Nyambura Ngigi 11th Interested Party Samson Mugwe Mwangi 12th Interested Party Francis Maina Njuguna 13th Interested Party and George Kagunya Muiru Ex parte Applicant Michael Kigotho Kamore Ex parte Applicant Alice Wanjiru Kahunya Ex parte Applicant Ruling 1.When a corporate dispute mutates from a mere administrative grievance into a full-blown war for the soul and assets of a company, the Court must pivot. This litigation was initially birthed in the Judicial Review Division. The Ex-parte Applicants sought prerogative writs of Certiorari and Mandamus to quash the Registrar of Companies' decision to alter the CR12 of Kiambu Nyakinyua Farmers Company Ltd. However, the pleadings rapidly exposed a much darker reality. This is not a clerical error. It is a fierce, high-stakes commercial struggle over corporate control, tainted by severe allegations of land fraud and fabricated records. Background Facts 2.The Applicant filed the Notice of Motion dated 18th November, 2024 seeking the following orders;a.That the Honourable Court be pleased to grant the ex parte Applicants the order of CERTIORARI to remove into this Honourable Court and quash the decision of the Registrar of Companies, to remove the ex parte Applicants names from the register of the directors and Form CR 12 of Kiambu Nyakinyua Farmers Company Ltd.b.That the Honourable Court be pleased to grant the ex parte Applicants the order of CERTIORARI to remove into this Honourable Court and quash the decision of the Registrar of Companies, to unprocedurally register the names of the interested parties as directors in the register and CR12 of Kiambu Nyakinyua Farmers Company Ltd.c.That the Honourable Court be pleased to grant the ex parte Applicants the order of MANDAMUS compelling the Respondent to reinstate the ex parte Applicants’ names in the register of directors and CR12 of Kiambu Nyakinyua Farmers Company Ltd.d.That costs of this Application be provided for. 3.The Interested Parties responded to this Application vide the Notice of Preliminary Objection dated 4th December, 2024. The grounds can be summarized as follow:a.The Court does not have the jurisdiction to hear and determine this Application.b.Section 3 of the Companies Act contemplates that it is only the High Court that has jurisdiction to preside over matters relating to company law as is the case hereinc.The application does (sic) met the threshold required to grant sought orders.d.The application is frivolous, lacks merit and an abuse of court process. 4.In the Replying Affidavit dated 15th July, 2025, the 8th Interested Party stated that the ex parte Applicants unlawfully sold land known as LONGONOT/KIJABE BLOCK 6/KIAMBU NYAKINYUA. This is while relying on invalid Forms CR12 and falsely purporting to act as Directors of the public company. The land belonged to members of the company, who are the shareholders. The fraudulent conduct has since been reported to the relevant government authorities including the EACC, the Ministry of Lands, and the Directorate of Criminal Investigations. This is as evidenced by the annexed letters marked “MF 7” and “MF 8”. It is averred that the ex parte Applicants have failed to establish sufficient cause to justify the grant of the Application dated 18th November, 2024. 5.The dispute is characterized by two warring factions parading parallel corporate realities. 6.The Ex-parte Applicants assert they have legitimately managed the company for over 20 years. To anchor their claim, they produced historical CR12 forms and meeting minutes dating back to an Annual General Meeting purportedly held on 27th November 2004. They argue that their abrupt removal from the 2024 CR12 by the Registrar bypassed the mandatory "special notice" required under Section 139 of the Companies Act. 7.The Interested Parties launched a counter-attack. They aver that the Ex-parte Applicants are strangers to the company who have orchestrated a massive fraud. Through the Replying Affidavit of Silas Njuguna Burugu, they point out that the 2004 AGM attendance list relied upon by the Ex-parte Applicants features "ghost voters”. These are individuals who had died years’ prior, such as Wanjiru Muthinga (died 2000) and Wambui Thuo (died 1992). They further claim the share certificates are fake, lacking the official 1982 company seal. The ultimate accusation is that the Ex-parte Applicants are using these disputed documents to illegally subdivide and sell the company's prime real estate, specifically Longonot/Kijabe Block 6/Kiambu Nyakinyua, contrary to standing Court decrees. Issues for Determination 8.Having considered the Application, the response and the submissions therewith the issues for determination are;a.Whether the Application is merited.b.How the Court should lawfully and conclusively resolve this corporate paralysis? Analysis 9.Recognizing that Judicial Review is a procedural straitjacket ill-equipped to resolve highly contested factual fraud, the parties wisely consented on 5th February 2025 to transfer this matter to the Commercial and Tax Division. Consequently, this Court is seized of this dispute not merely as a reviewing judge of administrative action, but as a Commercial Court exercising substantive jurisdiction under the Companies Act. 10.This Court takes judicial notice that this wrangle goes far beyond the mere question of who holds the title of office bearer. The core of this dispute is a battle over expansive land. a) Whether the Application is merited. 11.It was the Applicants’ submission that the Respondent’s decision to remove their names as directors from the company’s register in the absence of the required documents and process under Section 139 of the Companies Act, was unprocedural, ultra vires and an illegality. 12.In contrast, the 8th Interested Party argued that the Ex parte Applicants have NEVER been Directors or shareholders of the subject public Company. 13.The Court in Francis Asunah v Kisumu Water and Sewerage Company Limited & another [2018] KEHC 7695 (KLR) held as follows:“15.Notwithstanding, what I have stated, a company may remove its directors under the provisions of the Companies Act before the end of his or her term in office. Section 139 of the Companies Act dealing with removal of directors provides as follows:139 (1)A company may, by ordinary resolution at a meeting, remove a director before the end of the director's period of office, despite anything to the contrary in any agreement between the company and the director.(2)However, a special notice is required for a resolution to remove a director under this section or to appoint a person to replace the director so removed at the meeting at which the director is removed.(3)A person appointed to replace a director who is removed under this section is, for the purpose of determining the time at which the person is to retire from office, taken to have become a director on the day on which the director in whose place the person is appointed was last appointed as a director.(4)A vacancy created by the removal of a director under this section, if not filled at the meeting at which the director is removed, can be filled as a casual vacancy.(5)A person who ceases to be a director continues to be subject to the duty—(a)to avoid conflicts of interest with regard to the exploitation of any property, information or opportunity that the person became aware of while a director; and(b)not to accept benefits from third parties with regard to things done or omitted to be done by that person before ceasing to be a director.(6)This section does not—(a)deprive a person removed under it of compensation or damages payable in respect of the termination of the person's appointment as director; or(b)limit any power to remove a director that may exist apart from this section.16.From the provisions I have cited, a director may be removed from office before his term expires provided a special notice is issued.” 14.The removal of a Director under Section 139 of the Companies Act takes effect internally upon the passing of the requisite resolution and issuance of proper notice, and thereafter the Registrar of Companies updates the CR12.) 15.However, the allegations of fraud, deceased members voting, and unsealed share certificates vitiate the standard procedural presumptions. 16.Judicial Review strictly evaluates the legality, rationality, and procedural propriety of a public body's decision (the Registrar). It is argued via affidavits. However, this case features deeply contested facts, allegations of fraud, forged minutes, "ghost" attendees, and fake share certificates. Appellate courts have repeatedly held that Judicial Review cannot be used to resolve highly contested factual disputes or fraud allegations. Such matters require a full civil trial with oral evidence and cross-examination. 17.The Ex parte Applicants want an order of Mandamus compelling the Registrar to reinstate them. A Court cannot issue Mandamus to compel a public officer to register directors whose legitimacy is actively disputed and tainted by strong evidence of fraud (the deceased attendees). Mandamus is an equitable remedy, and he who comes to equity must come with clean hands. 18.The Court is further alive to the fact that disputes relating to company directorship and corporate records are often highly contested and, as such, the issue must be approached with caution. In the circumstances, the Court does not consider the material presently before it sufficient to make a final and comprehensive determination regarding every historical change in the company’s directorship since 2004. b) How the Court should lawfully and conclusively resolve this corporate paralysis? 19.This Court refuses to be drawn into a murky, forensic handwriting exercise over contradictory affidavits. A company belongs to its shareholders, not to the loudest deponents in a Court filing. To merely dismiss the application or grant the prerogative writs would leave this company in legal limbo. It would punish the over 1,400 bona fide shareholders who are caught in the crossfire of this corporate struggle. 20.This Court warns itself against allowing this matter to degenerate into a multi-generational dispute that obscures the true rights of the shareholders. 21.To resolve this issue, the Companies Act itself contemplates circumstances where internal corporate mechanisms become impracticable, which is precisely the rationale underpinning Section 280. It is trite that Section 280 was enacted to provide an expeditious and cost-effective procedural remedy for overcoming technical or practical difficulties in convening, holding, or conducting company meetings. Section 280 of the Companies Act states as follows:“280.Power of Court to order general meeting to be convened(1)This section applies if for any reason it is impracticable—(a)to convene a meeting of a company in any manner in which meetings of that company may be convened; or(b)to conduct the meeting in the manner required by the articles of the company or this Act.(2)The Court may, either on its own initiative, or on the application—(a)of a director of the company; or(b)of a member of the company who would be entitled to vote at the meeting, make an order requiring a meeting to be convened, held and conducted in any manner the Court considers appropriate.(3)If an order is made under subsection (2), the Court may give such ancillary or consequential directions as it considers appropriate.(4)Directions given by the Court under subsection (3) may include a direction that one member of the company present at the meeting be regarded as constituting a quorum.(5)A meeting convened, held and conducted in accordance with an order under this section is taken for all purposes to be a meeting of the company properly convened held and conducted.” 22.This matter was initially commenced in the Judicial Review Division seeking the prerogative writs of Certiorari and Mandamus against the Registrar of Companies. However, the pleadings rapidly exposed that the dispute was not a mere administrative misstep, but a deep-seated, fiercely contested battle over corporate governance, shareholder legitimacy, and allegations of fraud. 23.Recognizing that the Judicial Review jurisdiction is ill-equipped to resolve highly contested factual disputes, the parties, by consent on 5th February, 2025, transferred this matter to the Commercial and Tax Division. Consequently, this Court is now seized of the matter not merely as a reviewing court of administrative action, but as a Commercial Court exercising its substantive jurisdiction under the Companies Act. 24.Having evaluated the contradictory affidavits, the allegations of forged minutes, and the paralyzing corporate stalemate, the Court finds that granting the initial Judicial Review prayers would be an exercise in futility that would only deepen the crisis. The equitable and pragmatic remedy lies not in prerogative writs, but in the statutory mechanisms of the Companies Act. It is factually and legally impracticable for the rival factions to convene a valid meeting. Therefore, this Court is perfectly within its mandate to invoke Section 280 of the Companies Act to break the deadlock and return the company to its “rightful owners." These are the shareholders who have the ultimate voice and the vote. 25.The only pragmatic way to cut this Gordian knot—to lance the boil of this underlying dispute—is to return the mandate to the true and legitimate owners of the company. It is factually and legally impracticable for the rival factions, armed with their competing Company Secretaries, to convene a valid meeting. 26.To break this deadlock, the Court must intervene. Anticipating any accusations of judicial overreach, let it be perfectly clear: The Court is not stepping into the boardroom to manage the company. Rather, it is deploying the exact statutory failsafe provided by the legislature. As persuasively articulated in Seruji Limited v Savannah Cement Limited; Savannah Heights Ltd (Interested Party) [2021] KEHC 26 (KLR), the overarching spirit of Section 280 of the Companies Act is to ensure that a company is not held hostage by the impracticability of convening a meeting under its own Articles. 27.To bring sanity to this dispute and protect the shareholders, the Court must provide a structured, neutral, and unassailable electoral process. 28.In the premise, the Court finds that the statutory machinery of the Companies Act offers the only route to finality. The Court will direct the holding of a Court-ordered General Meeting to resolve this impasse. This is also in line with a position taken by the Court in Muchina & 2 Others v Mathenge & 6 Others [2026] KEHC 4021 (KLR). 29.The Court notes that the Registrar of Companies is named as the Respondent herein. That would present a challenge if the same Respondent was directed to supervise the intended meeting of the Company or appoint a person to do so. There is also the question of loading the Respondent with responsibilities that may eat into its budget which would be best utilized in its core functions. However, the Respondent as a custodian of company records will assist in the verification of the legitimate shareholders of the Company. The Court has taken note of the decisions in Wairimu Ngigi & 30 others v Director of Survey of Kenya & 3 others [2016] KEHC 801 (KLR) and Nairobi HCCC No. 2286 of 1993 (Wairimu Ngigi & 30 others v Kiambu Nyakinyua Farmers Co. Ltd). The Register of members referred to in those two suits as existed in 1993 should provide the baseline for the verification of the Members’ Register. 30.This Court has also noted that this decision affects Kisai & 2 others (Suing on their Behalf and on Behalf of 443 Members of the Olongonot Community) v Kiambu Nyakinyua Farmers Company Limited & 2 others; Kiwaka General Merchants Limited & 28 others (Interested Parties) [2025] KEELC 4961 (KLR). That Court waits for this Court’s resolution as to the bona fide Directors of the Company. 31.This Court having considered the need to have a Court-ordered General Meeting of the members held looks up to the Honourable Society of Advocates to lend its assistance in facilitating such a meeting. There exists the Senior Counsel Bar which would lend its expertise to the resolution of such disputes. Their qualification as eminent lawyers of great learning, vast experience, sharp focus, grounded in law and practice and having survived the bruises and battles of legal wars, make them perfect for this kind of duty. The President of the Law Society of Kenya, who also happens to be a Senior Counsel, is knowledgeable of the skills, experience and expertise and the members of the Senior Counsel Bar. The person accepting such a duty must be ready to rise to the occasion and perform such a duty mindful as to the plight of the many sometimes poor shareholders who rely on him or her to facilitate the handing over of the helm of the Company to safe hands. This is more of an execution of a public duty, expecting mudslinging and the sometimes-attendant insults. Sometimes the remuneration thereof may never match the actual work and services rendered. The ultimate satisfaction being the knowledge that such a party assisted in resolving an impasse that may have spanned into generations. That one did something that was ultimately good. 32.As to costs, the same ordinarily follow the event unless the Court directs otherwise. The Court having noted that the Company belongs to shareholders, in exercise of its discretion it directs that each party will bear it’s or his/her own costs, save as otherwise stated in the final orders herein. Determination 33.The Court makes the final orders in relation to the application for Judicial review by way of a Notice of Motion dated 18th November, 2024 as follows;1.The President of the Law Society of Kenya (LSK) is hereby directed, within Thirty (30) days of being served with a copy of this Ruling and the Orders of the Court, to appoint an Advocate of the High Court from the Senior Counsel Bar, who is also a duly qualified Certified Public Secretary (CPS), to act as the Court-Appointed Independent Chairperson of Kiambu Nyakinyua Farmers Company Ltd.2.Pursuant to Section 280 of the Companies Act, the Court-Appointed Independent Chairperson shall convene, preside over, and supervise a Court-ordered General Meeting of the Company within ninety (90) days of their appointment.3.Prior to the Court-ordered General Meeting, the Court-Appointed Independent Chairperson shall conduct a rigorous verification exercise to clean up the Register of Members. To ensure accuracy and eliminate parallel records, the Chairperson shall utilize the historical membership register recognized in Nairobi HCCC No. 2286 of 1993 as the foundational baseline. The Court-Appointed Independent Chairperson shall accredit only bona fide shareholders (or their legally appointed administrators), demanding original identification and authentic historical share certificates to weed out any fraudulent entries.4.The primary agenda of the Court-ordered General Meeting shall be the election of a new Board of Directors and a recognized Company Secretary.5.The Respondent (Registrar of Companies / Business Registration Services) is at liberty to send an official observer to the Court-ordered General Meeting to witness the proceedings.6.The Officer Commanding Police Division (OCPD) of the jurisdiction where the Court-ordered General Meeting shall be held is hereby directed to provide adequate security to ensure peace, order, and the safety of all attendees during the verification exercise and the meeting.7.Upon the conclusion of the Court-ordered General Meeting, the Court-Appointed Independent Chairperson shall within Seven (7) days file a Comprehensive Report in this Court detailing the verified register and the newly elected officials.8.Upon adoption of the report by this Court, an order of Mandamus shall automatically issue compelling the Registrar of Companies to update the CR12 accordingly.9.The following orders are made as regards Costs and Funding of the Court-ordered General Meeting Logistics.10.Within Fourteen (14) days of appointment, the Court-Appointed Independent Chairperson shall file in Court and serve upon the parties an estimated budget covering their professional fees, the cost of newspaper publications, radio announcements, venue hire, security, and any other logistical expenses required for the Verification Exercise and the Court-ordered General Meeting.11.To facilitate the immediate commencement of the exercise, the Ex-parte Applicants (as one bloc of the dispute) and the Interested Parties (as the second bloc) shall deposit the budgeted amount in equal shares (50% each) into a dedicated Client Account designated by the Court-Appointed Independent Chairperson within fourteen (14) days of the budget being filed and notified to the parties through their Counsel on record.12.Should either faction fail or refuse to deposit their 50% share within the stipulated time, the compliant faction is at liberty to deposit the entire sum to ensure the process proceeds without delay or any hitches.13.The total costs of this exercise are rightfully a liability of Kiambu Nyakinyua Farmers Company Ltd. Therefore, upon the successful conclusion of the Court-ordered General Meeting and the assumption of office by the newly elected Board of Directors, the Company is hereby ordered to fully reimburse the respective parties who advanced the funds within thirty (30) days of the new Board taking control of the Company's bank accounts.14.To ensure that the Court-ordered General Meeting is not rendered nugatory by the alienation of the Company's assets during this transitionary period, the Court hereby issues the following preservatory injunctions:a.Pending the conclusion of the Court-ordered General Meeting and the assumption of office by the newly elected Board, the Interested Parties, the Ex-parte Applicants, and any persons acting on their behalf are hereby injuncted from selling, transferring, subdividing, leasing, charging, or in any way encumbering the Company's assets.b.The Respondent (Registrar of Companies) is hereby restrained from accepting, registering, or acting upon any new filings, resolutions, or forms (including any Form CR12) submitted by either of the warring factions until the final Comprehensive Report is filed by the Court-Appointed Independent Chairperson.c.To prevent the complete paralysis of the Company, whoever currently holds the administrative instruments of the Company shall restrict their mandate strictly to routine, day-to-day operational tasks (such as payment of standard utilities). No extraordinary corporate decisions, new financial commitments, or disposal of capital assets shall be undertaken without the express leave of this Court.15.There shall be no orders as to costs for this specific application. 34.It is so ordered. DATED, SIGNED AND DELIVERED AT MILIMANI THIS 06TH DAY OF JULY, 2026.NJOROGE BENJAMIN K.JUDGEIn the presence of:Mr. Adoli for the Exparte Applicants.N/A for the Respondent.Mr. Munene for the Interested Parties.Mr. John Paul - Court Assistant