Introduction
1. Before the Court is the Notice of Motion dated 22nd January 2026 by which the Applicants principally seek orders compelling the Respondents to resign as directors of Ramada Tropical Foods Limited and transfer their shares to the Applicants. They also seek an order directing the Registrar of Companies to remove the Respondents as directors and regularise the company's registration.
2. The application is supported by the affidavit of the 2nd Applicant, Seif Wechuli. The Applicants' case is that the Respondents were invited to join the company as directors on the understanding that they would introduce investors to support its business ventures. It is contended that the Respondents did not fulfil that understanding and subsequently declined to resign from the company.
3. The application is opposed by the 1st Respondent vide Grounds of Opposition dated 16 February 2026 and the 1st Respondent’s affidavit sworn on 1st June 2026. He deponed that he is a director and shareholder of the company holding 200 ordinary shares.
4. According to the Respondent, he is and remains a director and shareholder and denies that he has resigned or been lawfully removed from office. He further contends that he was not served with the requisite notice for his removal and that no resolution removing him as a director was passed.
Analysis and Determination
5. I have considered the application, the affidavits, the documents annexed thereto, the submissions and the authorities relied upon by the parties. The principal question is whether the application is merited.
6. The removal of a director before the expiry of their term is governed by section 139 of the Companies Act. The provision states in part that:
“(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.”
7. From the above, it is clear that the section permits a company, by ordinary resolution at a meeting, to remove a director before the expiry of the director's term of office. It also requires special notice of a resolution for removal.
8. Furthermore, Section 141 of the Act requires the company to furnish the affected director with the notice of the proposed resolution and accords the director an opportunity to make representations and be heard.
9. In the present case, while the Applicants contend that they called a Special General Meeting to discuss the Respondents' resignation and removal, no formal resolution passed by the company removing the 1st Respondent was annexed. Further, Exhibit "SW7" demonstrates that the email notice sent to the 2nd Respondent bounced (MAILER-DAEMON), while the 1st Respondent denies receiving any statutory special notice.
10. In those circumstances, I am unable to find, on the evidence before me, that the Respondents were lawfully removed as directors.
11. In their submissions, the Applicants relied on Pakenya Beans & Pulses Limited v Ijaz [2024] KEHC 15801 (KLR). However, that case is distinguishable. In Pakenya Beans, the company had actually passed resolutions for removal, and the defendant was entirely disengaged and failed to challenge the removal despite being served. Here, the 1st Respondent has actively appeared, filed affidavits, and expressly contested his removal.
12. The Applicants also seek an order compelling the Respondents to transfer their shares. A person's status as a shareholder is distinct from the office of director. Removal from directorship does not, without more, extinguish or transfer the person's shares.
13. Extinguishing or compelling the transfer of a member's shares requires either a valid contractual agreement, statutory authorization, or compliance with share forfeiture provisions under the company's Articles of Association. The Applicants have produced no agreement or legal framework empowering them to compel the Respondents to surrender their 200 shares.
14. That prayer therefore cannot therefore issue.
15. The Applicants further invoke the jurisdiction to rectify the company registers under Section 103 of the Companies Act. The provision states as follows:
“103. Power of Court to rectify register
(1) If—
(a) the name of any person is, without sufficient cause, entered in or omitted from the register of members of a company; or
(b)the cessation of membership of a person who has ceased to be a member of the company has not been entered in that register,
the person affected, or the company or any member of the company, may apply to the Court for rectification of the register.”
16. It is clear from the wording of the provision that it empowers the Court to rectify the register of members where, among other circumstances, a person's name has been entered or omitted without sufficient cause, or where cessation of membership has not been entered in the register.
17. In the present case, no such situation has been established. The Applicants do not contend that the Respondents were entered in the register without sufficient cause, nor has the 1st Respondent ceased to be a member of the company. Even if the 1st Respondent were to be removed as a director – which this Court has found no basis for – as pointed out above, shareholding status is legally distinct from holding office as a director, and the 1st Respondent would still, until he relinquishes his shareholding, remain a member of the company.
18. Regarding the Applicant’s contention that there is need for the Court to intervene under Section 780 and 782 of the Companies Act since a complete breakdown of communication has created corporate paralysis, the Court is of the view that those provisions grant remedies only where affairs are conducted in a manner unfairly prejudicial to members. Here, the failure to realize an anticipated investment does not, without more, constitute oppressive or unfairly prejudicial conduct entitling the Court to summarily strike off members or directors outside statutory procedure.
19. The upshot of the foregoing is that the Applicants have not established that the Respondents were lawfully removed as directors, that their shares should be transferred to the Applicants, or that the company register is liable to rectification in the manner sought.
20. Consequently, the Notice of Motion dated 22nd January 2026 is hereby dismissed with costs to the Respondent.
21. It is so ordered
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 17TH DAY OF SEPTEMBER 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
In the Presence of:
Moses C/A
……………… for the Applicant
……………for the Respondent
1. Before the Court is the Notice of Motion dated 22nd January 2026 by which the Applicants principally seek orders compelling the Respondents to resign as directors of Ramada Tropical Foods Limited and transfer their shares to the Applicants. They also seek an order directing the Registrar of Companies to remove the Respondents as directors and regularise the company's registration.
2. The application is supported by the affidavit of the 2nd Applicant, Seif Wechuli. The Applicants' case is that the Respondents were invited to join the company as directors on the understanding that they would introduce investors to support its business ventures. It is contended that the Respondents did not fulfil that understanding and subsequently declined to resign from the company.
3. The application is opposed by the 1st Respondent vide Grounds of Opposition dated 16 February 2026 and the 1st Respondent’s affidavit sworn on 1st June 2026. He deponed that he is a director and shareholder of the company holding 200 ordinary shares.
4. According to the Respondent, he is and remains a director and shareholder and denies that he has resigned or been lawfully removed from office. He further contends that he was not served with the requisite notice for his removal and that no resolution removing him as a director was passed.
Analysis and Determination
5. I have considered the application, the affidavits, the documents annexed thereto, the submissions and the authorities relied upon by the parties. The principal question is whether the application is merited.
6. The removal of a director before the expiry of their term is governed by section 139 of the Companies Act. The provision states in part that:
“(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.”
7. From the above, it is clear that the section permits a company, by ordinary resolution at a meeting, to remove a director before the expiry of the director's term of office. It also requires special notice of a resolution for removal.
8. Furthermore, Section 141 of the Act requires the company to furnish the affected director with the notice of the proposed resolution and accords the director an opportunity to make representations and be heard.
9. In the present case, while the Applicants contend that they called a Special General Meeting to discuss the Respondents' resignation and removal, no formal resolution passed by the company removing the 1st Respondent was annexed. Further, Exhibit "SW7" demonstrates that the email notice sent to the 2nd Respondent bounced (MAILER-DAEMON), while the 1st Respondent denies receiving any statutory special notice.
10. In those circumstances, I am unable to find, on the evidence before me, that the Respondents were lawfully removed as directors.
11. In their submissions, the Applicants relied on Pakenya Beans & Pulses Limited v Ijaz [2024] KEHC 15801 (KLR). However, that case is distinguishable. In Pakenya Beans, the company had actually passed resolutions for removal, and the defendant was entirely disengaged and failed to challenge the removal despite being served. Here, the 1st Respondent has actively appeared, filed affidavits, and expressly contested his removal.
12. The Applicants also seek an order compelling the Respondents to transfer their shares. A person's status as a shareholder is distinct from the office of director. Removal from directorship does not, without more, extinguish or transfer the person's shares.
13. Extinguishing or compelling the transfer of a member's shares requires either a valid contractual agreement, statutory authorization, or compliance with share forfeiture provisions under the company's Articles of Association. The Applicants have produced no agreement or legal framework empowering them to compel the Respondents to surrender their 200 shares.
14. That prayer therefore cannot therefore issue.
15. The Applicants further invoke the jurisdiction to rectify the company registers under Section 103 of the Companies Act. The provision states as follows:
“103. Power of Court to rectify register
(1) If—
(a) the name of any person is, without sufficient cause, entered in or omitted from the register of members of a company; or
(b)the cessation of membership of a person who has ceased to be a member of the company has not been entered in that register,
the person affected, or the company or any member of the company, may apply to the Court for rectification of the register.”
16. It is clear from the wording of the provision that it empowers the Court to rectify the register of members where, among other circumstances, a person's name has been entered or omitted without sufficient cause, or where cessation of membership has not been entered in the register.
17. In the present case, no such situation has been established. The Applicants do not contend that the Respondents were entered in the register without sufficient cause, nor has the 1st Respondent ceased to be a member of the company. Even if the 1st Respondent were to be removed as a director – which this Court has found no basis for – as pointed out above, shareholding status is legally distinct from holding office as a director, and the 1st Respondent would still, until he relinquishes his shareholding, remain a member of the company.
18. Regarding the Applicant’s contention that there is need for the Court to intervene under Section 780 and 782 of the Companies Act since a complete breakdown of communication has created corporate paralysis, the Court is of the view that those provisions grant remedies only where affairs are conducted in a manner unfairly prejudicial to members. Here, the failure to realize an anticipated investment does not, without more, constitute oppressive or unfairly prejudicial conduct entitling the Court to summarily strike off members or directors outside statutory procedure.
19. The upshot of the foregoing is that the Applicants have not established that the Respondents were lawfully removed as directors, that their shares should be transferred to the Applicants, or that the company register is liable to rectification in the manner sought.
20. Consequently, the Notice of Motion dated 22nd January 2026 is hereby dismissed with costs to the Respondent.
21. It is so ordered
DATED, SIGNED, AND DELIVERED AT NAIROBI
THIS 17TH DAY OF SEPTEMBER 2026
HON. MR. JUSTICE MOSES ADO
Judge of the High Court
In the Presence of:
Moses C/A
……………… for the Applicant
……………for the Respondent