Davis Kinyanjui Njenga v Registrar of Companies & 1 other
The bottom line
#Kenya's Registrar of Companies can refuse to process disputed company share filings without a hearing, and courts won't overturn such refusals as decisions.
What this practically means
#Executive summary
#Key legal issues
#Whether the registrar acted ultra vires Section 844 of the Companies Act
No. Section 844 empowers the registrar to correct documents that appear incomplete or internally inconsistent, and the registrar acted within statutory authority in refusing to process a disputed application and maintaining the records.
The court read Section 844 as clothing the registrar with authority to correct incomplete or internally inconsistent documents. Faced with the disputed application of 16th October 2019 for 300 additional shares, the registrar exercised due diligence by verifying the transaction with the other director, who disowned it. The registrar's response was measured, not capricious. The court held the action was a refusal to approve an increase based on unverifiable documentation, not an unlawful reduction of established shares.
Whether there was a decision amenable to quashing by certiorari
No. The impugned action was a refusal to approve a share increase based on questionable documentation, not a decision to reduce the appellant's shares.
The court drew what it called a crucial distinction between a decision to reduce shares and a refusal to approve an increase pending verification. Since certiorari lies only against a decision, and no decision to reduce was made, the supervisory jurisdiction could not be invoked. The court found the appellant sought to use judicial review to compel the registrar to accept disputed documentation without verification, circumventing her statutory duty to ensure record accuracy.
Whether the rules of natural justice were breached
No breach. The hearing right attaches to adverse decisions affecting established rights; the registrar's action maintained the status quo.
The court held that the right to be heard applies when an adverse decision affecting established rights is being made. Here the registrar was not reducing the appellant's established shareholding but refusing to process a disputed application for additional shares while maintaining his established holding as reflected in the records. There was no obligation to afford a hearing before declining to process a disputed application, particularly where the other director had disowned the purported resolution.
Whether the trial court engaged in impermissible merit review
No. The trial judge properly examined the legality of the registrar's decision-making process, and courts in judicial review may scrutinise the evidentiary basis of administrative decisions.
The appellant argued the trial court entered the domain of merit review by assessing whether company meetings and resolutions were genuine. The Court of Appeal rejected this, holding that in judicial review courts are entitled and required to scrutinise the evidentiary basis of administrative decisions, since the authenticity of documentation goes directly to the reasonableness and legality of the registrar's reliance on it. The trial judge had therefore asked the correct questions.
Legal principles established
#- The High Court sitting in judicial review examines the procedure and process by which a decision was made, not the merits of the decision.
- Section 844 of the Companies Act empowers the registrar to correct documents that appear incomplete or internally inconsistent, and the registrar acts lawfully in declining to process transactions where verification raises red flags.
- One cannot seek to quash by certiorari a decision that was never made; a refusal to approve a share increase pending verification is not a decision reducing established shareholding.
- The right to be heard under natural justice applies when an adverse decision affecting established rights is made, not where a disputed application for additional shares is merely declined.
Court orders
#- 1.The appeal is dismissed
- 2.Costs of the appeal are awarded to the respondents
- On appeal from
- High Court
- Not stated in the judgment
- Jurisdiction invoked
- First appellate jurisdiction over the High Court's judicial review ruling (not stated by reference to a specific constitutional or statutory provision)
Key timeline
#Practical implications
#Frequently asked questions
#Cite this brief
#Cite this brief
Caselaw, "Davis Kinyanjui Njenga v Registrar of Companies & 1 other", Case Analysis (2025). Not stated in the judgment. Source: https://new.kenyalaw.org/akn/ke/judgment/keca/2025/1672/eng@2025-10-21
Suggested citation format for research notes or client memos. Always verify the original judgment before relying on any point.