IN THE MATTER OF ICN (A MINOR
IN THE MATTER OF AN APPLICATION FOR AUTHORIZATION TO SELL AND TRANSFER SHARES BELONGING TO A MINOR
1. The Applicant has moved the Court via a Notice of Motion Application dated 4 th April, 2026 in which she sees the following orders;
(i) THAT this honourable court be pleased to issue orders allowing the sale and transfer of 250 ordinary shares held by Imani Chege Nditika (a minor) in Joanka Holdings Limited to Joan Nyawira Kioi;
(ii) THAT this honourable court be pleased to issue orders allowing the sale and transfer of 250 ordinary shares held by Imani Chege Nditika (a minor) in Joanka Holdings Limited to Gathima Angela Wambui;
(iii) THAT this honourable court be pleased to make such other orders as it deems fir and just in the circumstances;
(iv) THAT the costs of this application be in the Cause.
2. The grounds on the face of the application are as follows;
(a) THAT Joanka Holdings Limited is a private company limited by shares incorporated in Kenya under the Companies Act, No.17 of 2012 of the Laws of Kenya;
(b) THAT the Company has an authorized and issued share capital of Kshs.100,000/= divided into 1,000 ordinary shares of equal value, all of which are fully issued and constitute the entire ownership structure of the Company;
(c) THAT initially, the entire issued share capital of the Company was beneficially and legally held solely by the Applicant and the minor herein in equal proportion as follows:-
(i) Stella Chege Wanjiru – 500 ordinary shares; and
(ii) Imani Nditika Chege – 500 ordinary shares.
(d) THAT Imani Nditika Chege was born on 23 rd October, 2009 and is a minor within the meaning of the law, lacking legal capacity to independently and lawfully dispose of his shares;
(e) THAT the Applicant, Stella Chege Wanjiru, is the biological mother of the said minor, vested with parental responsibility, and brings this application in her representative capacity for and on behalf of the minor;
(f) THAT by virtue of the minor’s legal incapacity to deal with his own property and shares, any transfer or disposal of the minor’s shares requires the leave of this honourable court;
(g) THAT the Applicant has identified bona fide purchasers who have offered to purchase the entire issued share capital of the Company at a total consideration of Kshs.200,000/= which offer represents a fair and reasonable value in the circumstances;
(h) THAT the proposed transaction entails the transfer of the minor’s 500 ordinary shares to Joan Nyawira Kioi and Gathima Angela Wambui, being two (2) of the four (4) joint purchasers acquiring the whole of the Company’s issued share capital in a single consolidated transaction;
(i) THAT the share transfer transaction involving the Company is already substantially advanced and partially performed. The Applicant has already transferred her own 500 ordinary shares to Catherine Wamaitha and Kioi John Gitau who are two (2) of the four (4) intended purchasers of the entire issued share capital of the Company;
(j) THAT the Company is presently not generating sufficient income or dividens, and the continued retension of the minor’s shares does not yield any meaningful financial return, growth or tangible benefit to the minor;
(k) THAT the Applicant intends to apply the proceeds arising from the sale of the minor’s shares strictly towards the minor’s education, maintenance and overall welfare, including but not limited to school fees and related academic expenses, which presently require consistent financial support;
(l) THAT the proposed transfer is in the best interests of the minor as constitutionally mandated under Article 53 (2) of the Constitution of Kenya, 2020 and enforced through Section 8 of the Children Act, 2022;
(m) THAT it would be unjust, prejudicial and contrary to the minor’s financial interests to delay or decline the grant of leave where the intended sale secures immediate and tangible benefit to the minor;
(n) THAT this application is made in utmost good faith and solely for the advancement and protection of the minor’s financial welfare.
3. The Court has reviewed the application and the accompanying affidavit. The issue for determination is whether the Applicant should be permitted to sell and transfer the shares held by the Minor.
4. The Court is satisfied that Imani Nditika Chege is a Minor within the definitions outlined in the Constitution and the Children Act. The share certificate in question shows that the Minor holds shares in Joanka Holdings Limited, a private company limited by shares and incorporated in Kenya.
5. The Court also finds satisfactory evidence regarding the identity of the Applicant, confirming that she is indeed the mother of the Minor, as evidenced by the identification documents and Birth Certificate provided.
6. As the Minor’s mother, the Applicant is a suitable person to act as guardian for the purpose of selling the shares. She has demonstrated financial needs related to the Minor’s school fees, which she intends to cover with funds from the sale of the shares.
7. The Application is allowed in the following terms;
a. The Applicant Stella Wanjiru Chege is hereby appointed a guardian of the Minor Imani Nditika Chege for the purpose of negotiating, executing, and completing the sale and transfer of shares held by the Minor in Joanka Holdings Limited, a Private Company Limited by Shares and incorporated in Kenya.
b. The Applicant shall apply the proceeds of the sale for the benefit of the Minor.
8. Orders accordingly.
DATED, DELIVERED and SIGNED at NAIROBI through the Microsoft Teams Online Platform on this 14 TH day of MAY, 2026.
C. KENDAGOR
JUDGE
In the presence of:
Court Assistant: Beryl
Ms. Achieng Advocate for the Applicant
MISC. E137 OF 2026 RULING2
IN THE MATTER OF AN APPLICATION FOR AUTHORIZATION TO SELL AND TRANSFER SHARES BELONGING TO A MINOR
1. The Applicant has moved the Court via a Notice of Motion Application dated 4 th April, 2026 in which she sees the following orders;
(i) THAT this honourable court be pleased to issue orders allowing the sale and transfer of 250 ordinary shares held by Imani Chege Nditika (a minor) in Joanka Holdings Limited to Joan Nyawira Kioi;
(ii) THAT this honourable court be pleased to issue orders allowing the sale and transfer of 250 ordinary shares held by Imani Chege Nditika (a minor) in Joanka Holdings Limited to Gathima Angela Wambui;
(iii) THAT this honourable court be pleased to make such other orders as it deems fir and just in the circumstances;
(iv) THAT the costs of this application be in the Cause.
2. The grounds on the face of the application are as follows;
(a) THAT Joanka Holdings Limited is a private company limited by shares incorporated in Kenya under the Companies Act, No.17 of 2012 of the Laws of Kenya;
(b) THAT the Company has an authorized and issued share capital of Kshs.100,000/= divided into 1,000 ordinary shares of equal value, all of which are fully issued and constitute the entire ownership structure of the Company;
(c) THAT initially, the entire issued share capital of the Company was beneficially and legally held solely by the Applicant and the minor herein in equal proportion as follows:-
(i) Stella Chege Wanjiru – 500 ordinary shares; and
(ii) Imani Nditika Chege – 500 ordinary shares.
(d) THAT Imani Nditika Chege was born on 23 rd October, 2009 and is a minor within the meaning of the law, lacking legal capacity to independently and lawfully dispose of his shares;
(e) THAT the Applicant, Stella Chege Wanjiru, is the biological mother of the said minor, vested with parental responsibility, and brings this application in her representative capacity for and on behalf of the minor;
(f) THAT by virtue of the minor’s legal incapacity to deal with his own property and shares, any transfer or disposal of the minor’s shares requires the leave of this honourable court;
(g) THAT the Applicant has identified bona fide purchasers who have offered to purchase the entire issued share capital of the Company at a total consideration of Kshs.200,000/= which offer represents a fair and reasonable value in the circumstances;
(h) THAT the proposed transaction entails the transfer of the minor’s 500 ordinary shares to Joan Nyawira Kioi and Gathima Angela Wambui, being two (2) of the four (4) joint purchasers acquiring the whole of the Company’s issued share capital in a single consolidated transaction;
(i) THAT the share transfer transaction involving the Company is already substantially advanced and partially performed. The Applicant has already transferred her own 500 ordinary shares to Catherine Wamaitha and Kioi John Gitau who are two (2) of the four (4) intended purchasers of the entire issued share capital of the Company;
(j) THAT the Company is presently not generating sufficient income or dividens, and the continued retension of the minor’s shares does not yield any meaningful financial return, growth or tangible benefit to the minor;
(k) THAT the Applicant intends to apply the proceeds arising from the sale of the minor’s shares strictly towards the minor’s education, maintenance and overall welfare, including but not limited to school fees and related academic expenses, which presently require consistent financial support;
(l) THAT the proposed transfer is in the best interests of the minor as constitutionally mandated under Article 53 (2) of the Constitution of Kenya, 2020 and enforced through Section 8 of the Children Act, 2022;
(m) THAT it would be unjust, prejudicial and contrary to the minor’s financial interests to delay or decline the grant of leave where the intended sale secures immediate and tangible benefit to the minor;
(n) THAT this application is made in utmost good faith and solely for the advancement and protection of the minor’s financial welfare.
3. The Court has reviewed the application and the accompanying affidavit. The issue for determination is whether the Applicant should be permitted to sell and transfer the shares held by the Minor.
4. The Court is satisfied that Imani Nditika Chege is a Minor within the definitions outlined in the Constitution and the Children Act. The share certificate in question shows that the Minor holds shares in Joanka Holdings Limited, a private company limited by shares and incorporated in Kenya.
5. The Court also finds satisfactory evidence regarding the identity of the Applicant, confirming that she is indeed the mother of the Minor, as evidenced by the identification documents and Birth Certificate provided.
6. As the Minor’s mother, the Applicant is a suitable person to act as guardian for the purpose of selling the shares. She has demonstrated financial needs related to the Minor’s school fees, which she intends to cover with funds from the sale of the shares.
7. The Application is allowed in the following terms;
a. The Applicant Stella Wanjiru Chege is hereby appointed a guardian of the Minor Imani Nditika Chege for the purpose of negotiating, executing, and completing the sale and transfer of shares held by the Minor in Joanka Holdings Limited, a Private Company Limited by Shares and incorporated in Kenya.
b. The Applicant shall apply the proceeds of the sale for the benefit of the Minor.
8. Orders accordingly.
DATED, DELIVERED and SIGNED at NAIROBI through the Microsoft Teams Online Platform on this 14 TH day of MAY, 2026.
C. KENDAGOR
JUDGE
In the presence of:
Court Assistant: Beryl
Ms. Achieng Advocate for the Applicant
MISC. E137 OF 2026 RULING2