Introduction
1. Before this Court is the Notice of Motion dated 4th February 2026 brought pursuant to Sections 897, 900, 916, 917 and 918 of the Companies Act, 2015 together with all other enabling provisions of the law. The Applicants seek principally an order restoring YMM Freight Limited to the Register of Companies to enable enforcement of an award and decree issued in their favour arising from compensation payable following the death of the deceased employee, Javan Mwakulomba .
2. Specifically, the Applicants pray for:-
a. An order directing the restoration of YMM Freight Limited (Company No. PVT-EYUB3MBL) to the Register of Companies.
b. An order directing the Registrar of Companies to effect such restoration forthwith.
c. Costs of the application.
Background
3. The application is supported by the affidavit sworn by the 1st Applicant on 4th February 2026.
4. The Applicants depose that the deceased, Javan Mwakulomba , died on 6th August 2022 after sustaining injuries arising out of and in the course of his employment with the 1st Respondent.
5. Following investigations by the Directorate of Occupational Safety and Health Services, an award under the Work Injury Benefits Act (WIBA) was made on 31st October 2023 directing the 1st Respondent to compensate the deceased's estate in the sum of Kshs.3,264,000/= .
6. Upon failure by the employer to satisfy the award, the Applicants instituted Mombasa ELRC Miscellaneous Application No. E116 of 2024 seeking adoption and enforcement of the award.
7. The Employment and Labour Relations Court subsequently entered judgment and issued a decree awarding:-
• Compensation of Kshs.3,264,000/= ;
• Burial expenses of Kshs.664,500/= ;
• Interest from the date of the award until payment in full; and
• Costs subsequently taxed at Kshs.286,068/= .
8. However, before the decree could be executed, the Applicants discovered that the 1st Respondent had been struck off the Register of Companies and dissolved through Gazette Notice No. 4990 published on 17th April 2025 .
9. The Applicants further state that although enforcement proceedings had already commenced before the Employment and Labour Relations Court, they were never notified of the intended striking off as required under Section 900 of the Companies Act. They therefore contend that the dissolution was undertaken deliberately to defeat their lawful claim.
Response
10. The application is opposed through the Replying Affidavit sworn by the former director of the 1st Respondent on 13th May 2026.
11. He deposes that the company had ceased operations in 2023 and had no assets or business capable of satisfying the decree. According to him, restoration would therefore serve no practical purpose.
12. He further contends that the application is frivolous, vexatious and an abuse of the process of the Court.
The 2nd Respondent entered an appearance but did not participate any further in the application
Issues for Determination
13. Having considered the pleadings, affidavits and submissions filed by the parties, the issues arising for determination are:-
a. Whether the Applicants have the requisite standing to seek restoration of the company.
b. Whether the striking off complied with the Companies Act.
c. Whether this Court should exercise its discretion under Sections 916 and 918 of the Companies Act to restore the company to the Register.
Analysis
14. The jurisdiction of this Court to restore a dissolved company is donated by Section 916 of the Companies Act , which empowers the Court, upon application by a creditor or other interested person, to order restoration where it is satisfied that it is just to do so.
15. There can be little dispute that the Applicants qualify as creditors or persons having a legitimate interest in the company. Their entitlement to compensation had crystallized long before the company was dissolved. Indeed, the WIBA award had already been issued and enforcement proceedings had commenced before the Employment and Labour Relations Court prior to the striking off process.
16. The fact that the decree was formally issued after dissolution does not extinguish rights that had accrued before dissolution. A contrary interpretation would permit companies to evade existing liabilities simply by procuring administrative dissolution before judgment is entered.
17. The chronology of events is particularly telling. The WIBA award was made before the dissolution process commenced. Enforcement proceedings were pending before the Employment and Labour Relations Court. Despite this, the company proceeded with an application for voluntary striking off culminating in Gazette Notice No. 4990.
18. Section 900 of the Companies Act provides that a company applying for voluntary striking off must, within seven days, give a copy of the application to every known creditor.
19. The purpose of that provision is obvious. A creditor must be afforded an opportunity to object before a company is removed from the register. Compliance with that requirement is therefore mandatory rather than merely procedural.
20. In the present case, the Applicants maintain that no notice was ever served upon them. Although the Respondent relies on publication in the Kenya Gazette, no evidence has been placed before the Court demonstrating compliance with the statutory obligation to serve known creditors individually.
21. Publication in the Gazette cannot substitute the express statutory duty imposed by Section 900 where the identity of the creditor is already known. At the material time the Applicants had already commenced proceedings against the company. They were therefore plainly known creditors within the meaning of the Act.
22. The Court is therefore satisfied that the mandatory statutory safeguards intended to protect creditors were not complied with.
23. The sequence of events equally gives rise to a reasonable inference that the striking off was undertaken while liability to the Applicants remained outstanding. Whether or not the company presently possesses assets is not the issue before this Court. Restoration merely reinstates the company's legal personality so that existing liabilities may be enforced in accordance with the law.
24. This approach accords with the decision in Newton Ombuni v Picasso Chemicals Limited , where the Court restored a dissolved company after finding that the dissolution had been employed to avoid payment of compensation due to an injured employee. Similarly, in Agnator Kanini v Mwalimu Mamundi Autoparts Ltd , the Court affirmed that restoration is appropriate where striking off prejudices existing creditors. More recently, in Kenya Revenue Authority v Dream Dressing and Household Items Trading Co. Ltd [2025] KEHC 3942 , the Court emphasized that failure to comply with statutory notice requirements under the Companies Act justifies restoration where creditors' rights are adversely affected.
25. Restoration also accords with the broader constitutional values of access to justice under Article 48 and the obligation of courts under Article 159 to administer justice without permitting procedural devices to defeat substantive rights.
26. Under Section 918 of the Companies Act, once restored, the company is deemed to have continued in existence as though it had never been dissolved. Restoration therefore enables the Applicants to continue enforcement of the decree already obtained before the Employment and Labour Relations Court.
27. I am accordingly satisfied that this is a proper case for the exercise of this Court's discretion.
Orders
28. Consequently, the Notice of Motion dated 4th February 2026 is hereby allowed.
29. Accordingly, the Court makes the following orders:-
a. YMM Freight Limited (Company No. PVT-EYUB3MBL) is hereby restored to the Register of Companies pursuant to Sections 916 and 918 of the Companies Act, 2015.
b. The Registrar of Companies shall restore the said company to the Register within seven (7) days of service of this order.
c. Upon restoration, the company shall be deemed to have continued in existence as if it had never been dissolved, and the Applicants shall be at liberty to proceed with enforcement of the award, judgment and decree issued in Mombasa ELRC Miscellaneous Application No. E116 of 2024 .
d. The costs of this application shall be borne by the 1st Respondent.
It is so ordered.
DATED, SIGNED AND DELIVERED AT MOMBASA THIS ___31ST_ DAY OF ____JULY______ 2026.
WENDY K. MICHENI, JUDGE, HIGH COURT OF KENYA, MOMBASA
ALL SIDES ABSENT
BEBORA COURT ASSISTANT
1. Before this Court is the Notice of Motion dated 4th February 2026 brought pursuant to Sections 897, 900, 916, 917 and 918 of the Companies Act, 2015 together with all other enabling provisions of the law. The Applicants seek principally an order restoring YMM Freight Limited to the Register of Companies to enable enforcement of an award and decree issued in their favour arising from compensation payable following the death of the deceased employee, Javan Mwakulomba .
2. Specifically, the Applicants pray for:-
a. An order directing the restoration of YMM Freight Limited (Company No. PVT-EYUB3MBL) to the Register of Companies.
b. An order directing the Registrar of Companies to effect such restoration forthwith.
c. Costs of the application.
Background
3. The application is supported by the affidavit sworn by the 1st Applicant on 4th February 2026.
4. The Applicants depose that the deceased, Javan Mwakulomba , died on 6th August 2022 after sustaining injuries arising out of and in the course of his employment with the 1st Respondent.
5. Following investigations by the Directorate of Occupational Safety and Health Services, an award under the Work Injury Benefits Act (WIBA) was made on 31st October 2023 directing the 1st Respondent to compensate the deceased's estate in the sum of Kshs.3,264,000/= .
6. Upon failure by the employer to satisfy the award, the Applicants instituted Mombasa ELRC Miscellaneous Application No. E116 of 2024 seeking adoption and enforcement of the award.
7. The Employment and Labour Relations Court subsequently entered judgment and issued a decree awarding:-
• Compensation of Kshs.3,264,000/= ;
• Burial expenses of Kshs.664,500/= ;
• Interest from the date of the award until payment in full; and
• Costs subsequently taxed at Kshs.286,068/= .
8. However, before the decree could be executed, the Applicants discovered that the 1st Respondent had been struck off the Register of Companies and dissolved through Gazette Notice No. 4990 published on 17th April 2025 .
9. The Applicants further state that although enforcement proceedings had already commenced before the Employment and Labour Relations Court, they were never notified of the intended striking off as required under Section 900 of the Companies Act. They therefore contend that the dissolution was undertaken deliberately to defeat their lawful claim.
Response
10. The application is opposed through the Replying Affidavit sworn by the former director of the 1st Respondent on 13th May 2026.
11. He deposes that the company had ceased operations in 2023 and had no assets or business capable of satisfying the decree. According to him, restoration would therefore serve no practical purpose.
12. He further contends that the application is frivolous, vexatious and an abuse of the process of the Court.
The 2nd Respondent entered an appearance but did not participate any further in the application
Issues for Determination
13. Having considered the pleadings, affidavits and submissions filed by the parties, the issues arising for determination are:-
a. Whether the Applicants have the requisite standing to seek restoration of the company.
b. Whether the striking off complied with the Companies Act.
c. Whether this Court should exercise its discretion under Sections 916 and 918 of the Companies Act to restore the company to the Register.
Analysis
14. The jurisdiction of this Court to restore a dissolved company is donated by Section 916 of the Companies Act , which empowers the Court, upon application by a creditor or other interested person, to order restoration where it is satisfied that it is just to do so.
15. There can be little dispute that the Applicants qualify as creditors or persons having a legitimate interest in the company. Their entitlement to compensation had crystallized long before the company was dissolved. Indeed, the WIBA award had already been issued and enforcement proceedings had commenced before the Employment and Labour Relations Court prior to the striking off process.
16. The fact that the decree was formally issued after dissolution does not extinguish rights that had accrued before dissolution. A contrary interpretation would permit companies to evade existing liabilities simply by procuring administrative dissolution before judgment is entered.
17. The chronology of events is particularly telling. The WIBA award was made before the dissolution process commenced. Enforcement proceedings were pending before the Employment and Labour Relations Court. Despite this, the company proceeded with an application for voluntary striking off culminating in Gazette Notice No. 4990.
18. Section 900 of the Companies Act provides that a company applying for voluntary striking off must, within seven days, give a copy of the application to every known creditor.
19. The purpose of that provision is obvious. A creditor must be afforded an opportunity to object before a company is removed from the register. Compliance with that requirement is therefore mandatory rather than merely procedural.
20. In the present case, the Applicants maintain that no notice was ever served upon them. Although the Respondent relies on publication in the Kenya Gazette, no evidence has been placed before the Court demonstrating compliance with the statutory obligation to serve known creditors individually.
21. Publication in the Gazette cannot substitute the express statutory duty imposed by Section 900 where the identity of the creditor is already known. At the material time the Applicants had already commenced proceedings against the company. They were therefore plainly known creditors within the meaning of the Act.
22. The Court is therefore satisfied that the mandatory statutory safeguards intended to protect creditors were not complied with.
23. The sequence of events equally gives rise to a reasonable inference that the striking off was undertaken while liability to the Applicants remained outstanding. Whether or not the company presently possesses assets is not the issue before this Court. Restoration merely reinstates the company's legal personality so that existing liabilities may be enforced in accordance with the law.
24. This approach accords with the decision in Newton Ombuni v Picasso Chemicals Limited , where the Court restored a dissolved company after finding that the dissolution had been employed to avoid payment of compensation due to an injured employee. Similarly, in Agnator Kanini v Mwalimu Mamundi Autoparts Ltd , the Court affirmed that restoration is appropriate where striking off prejudices existing creditors. More recently, in Kenya Revenue Authority v Dream Dressing and Household Items Trading Co. Ltd [2025] KEHC 3942 , the Court emphasized that failure to comply with statutory notice requirements under the Companies Act justifies restoration where creditors' rights are adversely affected.
25. Restoration also accords with the broader constitutional values of access to justice under Article 48 and the obligation of courts under Article 159 to administer justice without permitting procedural devices to defeat substantive rights.
26. Under Section 918 of the Companies Act, once restored, the company is deemed to have continued in existence as though it had never been dissolved. Restoration therefore enables the Applicants to continue enforcement of the decree already obtained before the Employment and Labour Relations Court.
27. I am accordingly satisfied that this is a proper case for the exercise of this Court's discretion.
Orders
28. Consequently, the Notice of Motion dated 4th February 2026 is hereby allowed.
29. Accordingly, the Court makes the following orders:-
a. YMM Freight Limited (Company No. PVT-EYUB3MBL) is hereby restored to the Register of Companies pursuant to Sections 916 and 918 of the Companies Act, 2015.
b. The Registrar of Companies shall restore the said company to the Register within seven (7) days of service of this order.
c. Upon restoration, the company shall be deemed to have continued in existence as if it had never been dissolved, and the Applicants shall be at liberty to proceed with enforcement of the award, judgment and decree issued in Mombasa ELRC Miscellaneous Application No. E116 of 2024 .
d. The costs of this application shall be borne by the 1st Respondent.
It is so ordered.
DATED, SIGNED AND DELIVERED AT MOMBASA THIS ___31ST_ DAY OF ____JULY______ 2026.
WENDY K. MICHENI, JUDGE, HIGH COURT OF KENYA, MOMBASA
ALL SIDES ABSENT
BEBORA COURT ASSISTANT