' Introduction
1. The Applicant, Sharon Irene Jepkirui Mitei, has moved this Court by way of Originating Summons dated 3rd October 2025 seeking leave to transfer to herself 15 ordinary shares each held by the minors, Noela Chirchir Cherono and Ivana Chirchir Chemutai, in Nolance Investments Limited. The Applicant currently holds 60 shares, while each minor holds 20 shares, making a total of 100 shares in the company.
2. The application is brought under Section 56 of the Trustees Act and Order 37 Rule 1(f) of the Civil Procedure Rules and is premised on the grounds on its face, and on the affidavit of the Applicant, sworn on even date.
3. It is deponed that the Applicant, being the biological mother of the minors, has sought to access government contracts under the Access to Government Procurement Opportunities (AGPO) programme. However, she was informed that she must hold at least 80% of the shares in the company, since the other shareholders are minors. The Applicant contends that unless the orders sought are granted, she will be unable to access government procurement opportunities, which she intends to use to generate income for the sustenance and welfare of the minors.
4. The affidavit in support of the application annexes the company’s certificate of incorporation, CR-12 confirming a shareholding structure as 60:20:20, and the minors’ birth certificates indicating the name of the Applicant herein as the biological mother.
5. In view of the fact that the application touches on the proprietary interests of minors, this Court directed that the application be served upon the Registrar of Companies for input. The record shows that service was duly effected, but the Registrar did not enter appearance or file any response.
6. The Court is therefore left to determine the matter based on the material placed before it by the Applicant.
Analysis and Determination
7. The central question is whether the transfer of shares from the minors to their mother serves the best interests of the minors, which is the guiding principle in matters involving children under Article 53(2) of the Constitution and Section 4(2) of the Children Act.
8. Section 56 of the Trustee Act under which the application is brought grants the Court the jurisdiction to make appropriate orders authorizing dealings with trust property in the following terms: -
“56. Power of court to authorize dealings with trust property
(1) Where, in the management or administration of any property vested in trustees, any sale, lease, mortgage, surrender, release or other disposition, or any purchase, investment, acquisition, expenditure or other transaction, is in the opinion of the court expedient, but cannot be effected by reason of the absence of a power for that purpose vested in the trustees by the trust instrument, if any, or by law, the court may by order confer upon the trustees either generally or in any particular instance the necessary power for the purpose, on such terms, and subject to such provisions and conditions, if any, as the court may think fit, and may direct in what manner any money authorized to be expended, and the costs of any transaction, are to be paid or borne as between capital and income.
(2) The court may, from time to time, rescind or vary an order made under this section, or may make any new or further order.
(3) An application to the court under this section may be made by the trustees, or by any of them, or by any person beneficially interested under the trust.”
9. In In re Application by MMK as Trustee of SW & GJ (Minors) [2025] KEELC 550 (KLR) The Environment and Land Court (Mogeni J) faced with a substantially similar application allowed a trustee to manage property belonging to minors, emphasizing that any dealings with minors’ property must be sanctioned by the Court and structured to protect the children’s welfare. The Learned Judge stated that:
“Arising from the foregoing, it is my finding that the Applicant has properly invoked the jurisdiction of this Court under Order 37 Rule 1 of the Civil Procedure Act and Section 56 of the Trustees Act. It is also my finding that the purposes for which the proceeds of the sale are intended are in the best interest of the minors as the same are meant to enable the minors to further their education and also to have shelter.”
10. In the present case, the Court having considered the application, the affidavit in support thereof and the annextures, I am persuaded that the Applicant has demonstrated that the transfer is necessary to enable her to meet the statutory threshold for participation in government procurement opportunities.
11. The Court takes judicial notice that such opportunities are designed to empower disadvantaged groups, including women, and can provide sustainable income. The Applicant has further shown that she has already obtained clearances from relevant government agencies, and that the minors stand to benefit indirectly through improved welfare and sustenance.
12. On the other hand, the Court must safeguard the minors’ proprietary rights. The proposed transfer would reduce each minor’s shareholding from 20 shares to 5 shares, leaving the Applicant with 90 shares (90%). While this achieves the AGPO threshold, it significantly diminishes the minors’ direct ownership. To balance these interests, the Court finds it appropriate to allow the transfer but subject to safeguards.
13. Accordingly, I allow the Application (OS) dated 3rd October 2025, and hereby make the following orders:
i. Leave is hereby granted to the Applicant, Sharon Irene Jepkirui Mitei, to transfer to herself 15 ordinary shares each currently held by the minors, Noela Chirchir Cherono and Ivana Chirchir Chemutai (Minors), in Nolance Investments Limited.
ii. The Applicant shall henceforth hold 90 shares, while each minor shall retain 5 shares.
iii. The Applicant shall hold the transferred shares (proportionally) in trust for the benefit of the minors, and shall not dispose of or encumber the same without prior leave of this Court until the minors attain majority age.
iv. The Registrar of Companies shall record the transfer accordingly.
v. There shall be no order as to costs.
14. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
27TH NOVEMBER 2025
ADO MOSES
JUDGE
In the presence of: -
C/A – Moses
Parties Absent
'
1. The Applicant, Sharon Irene Jepkirui Mitei, has moved this Court by way of Originating Summons dated 3rd October 2025 seeking leave to transfer to herself 15 ordinary shares each held by the minors, Noela Chirchir Cherono and Ivana Chirchir Chemutai, in Nolance Investments Limited. The Applicant currently holds 60 shares, while each minor holds 20 shares, making a total of 100 shares in the company.
2. The application is brought under Section 56 of the Trustees Act and Order 37 Rule 1(f) of the Civil Procedure Rules and is premised on the grounds on its face, and on the affidavit of the Applicant, sworn on even date.
3. It is deponed that the Applicant, being the biological mother of the minors, has sought to access government contracts under the Access to Government Procurement Opportunities (AGPO) programme. However, she was informed that she must hold at least 80% of the shares in the company, since the other shareholders are minors. The Applicant contends that unless the orders sought are granted, she will be unable to access government procurement opportunities, which she intends to use to generate income for the sustenance and welfare of the minors.
4. The affidavit in support of the application annexes the company’s certificate of incorporation, CR-12 confirming a shareholding structure as 60:20:20, and the minors’ birth certificates indicating the name of the Applicant herein as the biological mother.
5. In view of the fact that the application touches on the proprietary interests of minors, this Court directed that the application be served upon the Registrar of Companies for input. The record shows that service was duly effected, but the Registrar did not enter appearance or file any response.
6. The Court is therefore left to determine the matter based on the material placed before it by the Applicant.
Analysis and Determination
7. The central question is whether the transfer of shares from the minors to their mother serves the best interests of the minors, which is the guiding principle in matters involving children under Article 53(2) of the Constitution and Section 4(2) of the Children Act.
8. Section 56 of the Trustee Act under which the application is brought grants the Court the jurisdiction to make appropriate orders authorizing dealings with trust property in the following terms: -
“56. Power of court to authorize dealings with trust property
(1) Where, in the management or administration of any property vested in trustees, any sale, lease, mortgage, surrender, release or other disposition, or any purchase, investment, acquisition, expenditure or other transaction, is in the opinion of the court expedient, but cannot be effected by reason of the absence of a power for that purpose vested in the trustees by the trust instrument, if any, or by law, the court may by order confer upon the trustees either generally or in any particular instance the necessary power for the purpose, on such terms, and subject to such provisions and conditions, if any, as the court may think fit, and may direct in what manner any money authorized to be expended, and the costs of any transaction, are to be paid or borne as between capital and income.
(2) The court may, from time to time, rescind or vary an order made under this section, or may make any new or further order.
(3) An application to the court under this section may be made by the trustees, or by any of them, or by any person beneficially interested under the trust.”
9. In In re Application by MMK as Trustee of SW & GJ (Minors) [2025] KEELC 550 (KLR) The Environment and Land Court (Mogeni J) faced with a substantially similar application allowed a trustee to manage property belonging to minors, emphasizing that any dealings with minors’ property must be sanctioned by the Court and structured to protect the children’s welfare. The Learned Judge stated that:
“Arising from the foregoing, it is my finding that the Applicant has properly invoked the jurisdiction of this Court under Order 37 Rule 1 of the Civil Procedure Act and Section 56 of the Trustees Act. It is also my finding that the purposes for which the proceeds of the sale are intended are in the best interest of the minors as the same are meant to enable the minors to further their education and also to have shelter.”
10. In the present case, the Court having considered the application, the affidavit in support thereof and the annextures, I am persuaded that the Applicant has demonstrated that the transfer is necessary to enable her to meet the statutory threshold for participation in government procurement opportunities.
11. The Court takes judicial notice that such opportunities are designed to empower disadvantaged groups, including women, and can provide sustainable income. The Applicant has further shown that she has already obtained clearances from relevant government agencies, and that the minors stand to benefit indirectly through improved welfare and sustenance.
12. On the other hand, the Court must safeguard the minors’ proprietary rights. The proposed transfer would reduce each minor’s shareholding from 20 shares to 5 shares, leaving the Applicant with 90 shares (90%). While this achieves the AGPO threshold, it significantly diminishes the minors’ direct ownership. To balance these interests, the Court finds it appropriate to allow the transfer but subject to safeguards.
13. Accordingly, I allow the Application (OS) dated 3rd October 2025, and hereby make the following orders:
i. Leave is hereby granted to the Applicant, Sharon Irene Jepkirui Mitei, to transfer to herself 15 ordinary shares each currently held by the minors, Noela Chirchir Cherono and Ivana Chirchir Chemutai (Minors), in Nolance Investments Limited.
ii. The Applicant shall henceforth hold 90 shares, while each minor shall retain 5 shares.
iii. The Applicant shall hold the transferred shares (proportionally) in trust for the benefit of the minors, and shall not dispose of or encumber the same without prior leave of this Court until the minors attain majority age.
iv. The Registrar of Companies shall record the transfer accordingly.
v. There shall be no order as to costs.
14. It is so ordered.
SIGNED, DATED, and DELIVERED IN VIRTUAL COURT THIS
27TH NOVEMBER 2025
ADO MOSES
JUDGE
In the presence of: -
C/A – Moses
Parties Absent
'