Joseph Bundi v Tiger Electronics and Motorbike Limited & 1 other

dissolution and wishes to recover the aforestated decretal amount, and it is in the interest of justice that the orders sought herein be granted. 3. Peter Wanjohi Gichuki swore replying afidavits on 23/5/2025 and 17/11/2025 in opposition to the application. He averred that the application was time barred, given that the 1st Respondent was wound up in 2018 and all its assets disposed of. The Applicant did not make out a prima facie case that the former directors committed any fraud so as to warrant its restoration or lifting of the veil, and he prayed for the dismissal of the application with costs. 4. The application was canvassed by way of written submissions, which were duly filed by Counsel. Determination 5. Having considered the application, the responses thereto, and the written submissions together with the authorities relied on, I find the sole issue for determination to be whether the threshold for the restoration of the 1st Respondent has been met. 6. Section 916 of the Companies Act provides that; “ (1) (2) An application may be made to the Court to restore to the Register a company — (a) that has been dissolved after being liquidated under the law relating to insolvency; (b) that is taken to have been dissolved following administration under that Act; or (c) that has been struck off the Register — (i) under section 894 or 895; or (ii) under section 897, whether or not the company has in consequence been dissolved. Such an application may be made by — (a) the Attorney-General; (b) a former director of the company; (c) a person having an interest in land in which the company had a superior or derivative interest; (d) a person who has an interest in land or other property — (i) that was subject to rights vested in the company; or (ii) that was benefited by obligations owed by the company; (e) a person who, but for the dissolution of the company, would have a contractual relationship with it; (f) a person with a potential legal claim against the company; https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/10858/eng@2026-07-20 2

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7. (g) manager or trustee of a pension fund established for the benefit of employees of the company; (h) a former member of the company, or the executor or administrator of such a person; (i) a person who was a creditor of the company at the time of its being struck off the Register or dissolved; (j) a former liquidator of the company; (k) if the company was struck off the Register under section 897, a person of a description specified by regulations referred to in section 900 (1) (f) or 901 (2) (f); or (l) any other person appearing to the Court to have an interest in the matter.” In permitting the reinstatement of a dissolved Company to effectuate execution of a decree, the court (L. Njagi J) in Re Queensway Investments Limited [2006] KEHC 750 (KLR) espoused that; “ In order that the decree passed by the court in HCCC No. 484 of 1993 does not go to waste without an effort to salvage anything from the Judgment debtor, I am satisfied that it is just and equitable that the company should be restored to the register.” 8. Recently in Kathambo & another (Suing as the Legal Representatives of Kihome Muthui - Deceased) v Amarshan Limited & another [2026] KEHC 4138 (KLR), the court (Ado Moses J) expounded that; “ As to whether it would be in the interest of justice to have the Respondent company restored to the register, section 918 (c) of the Companies Act provides that a restoration order may be made where the court “considers it just to do so.” Such circumstances may include where the restoration is to prevent parties from evading lawful liabilities. It is the duty of the court to ensure that decrees are not rendered nugatory and the integrity of the Judicial process is generally upheld…Restoration would, in the view of the court, serve the public interest in ensuring that the 1st Respondent does not evade lawful court decrees through corporate maneuvers…Restoration essentially allows: 9. i. Inquiry into the company’s affairs; ii. Possible tracing of assets; iii. Invocation of remedies against directors (including possible lifting of the veil if warranted); iv. Enabling execution attempts. It is not a precondition that the creditor demonstrates the existence of assets before restoration.” Whereas the Applicant was expected to seek restoration of the 1st Respondent within 6 years in accordance with the provisions of Section 917 (4) of the Companies Act, there is neither evidence that the company was wound up in 2018 as alluded to in the Replying Afidavits, nor evidence that the Applicant was notified of the intended dissolution. https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/10858/eng@2026-07-20 3

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10. In failing to disclose to the Registrar of Companies the existence of the Applicant’s suit at the time of the dissolution, the 1st Respondent acted in malafides and in bad faith. 11. The 1st Respondent was deliberately wound up to undermine the Applicant’s legitimate efforts to execute his lawful decree. 12. In the circumstances, therefore, I find that the restoration of the 1st Respondent is necessary to avert rendering the decree barren. 13. The upshot from the foregoing is that the application dated 2/4/2025 is merited and it is hereby allowed in terms of prayers 2 and 3 thereof. DATED AND DELIVERED AT MERU THIS 20TH DAY OF JULY, 2026. S.M. GITHINJI – JUDGE 20/7/2026 In the presence of:Mr. Omari for the Applicant. Mr. Lubera for the 1st Respondent https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/10858/eng@2026-07-20 4

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