The applicants seek an order they be appointed as directors of the Company. The existing shareholders and directors are now deceased. Since the appointment of directors is a preserve of the shareholders, the shares in the Company must devolve in accordance with the Law of Succession Act (Chapter 160 of the Laws of Kenya). The manner of transmission of shares cannot be short-circuited by the application seeking appointment of the directors by this court. Let the deceased beneficiaries apply for confirmation of letter of administrations so that the share can be transmitted to them whereupon they shall be able to exercise the power of shareholders to appoint directors.
The Subordinate Court had no jurisdiction to deal with the matter. In any case, the Powers of Attorney granted to one of the Applicants lapsed upon death.
The application dated 18.09.2023 is struck out and the decision of the Subordinate court issued on Nairobi CM Misc. No. E293 of 2023 is set aside.
DATED and DELIVERED at NAIROBI this 25th day of SEPTEMBER 2023
D. S. MAJANJA
JUDGE