Joyce Namirimo Tamale v Capital Solutions Limited (Company Cause No. 15 of 2019)

Observed later treatment

No later-treatment classification is recorded for this judgment.

Citator coverage is limited to judgments in the Wakilii corpus and source-matched treatment records. Absence of a signal is not an assertion that the case remains good law.

Holding

Held that where a two-shareholder company cannot achieve quorum for general or board meetings following the death of one shareholder, the court may under Companies Act s.142 order that a meeting be called and held by the surviving shareholder to re-organise the company. Application granted with costs to be borne by the company.

Outcome

Applicant authorised to call and conduct a one-person meeting to re-organise the company

Facts

Capital Solutions Limited had two directors and shareholders who managed the company. On 1 October 2017, one director and shareholder, Marren Akatsa, died in Westland, Nairobi. Following her death, the company could not achieve quorum for general meetings or board meetings as required by the articles. The surviving shareholder and director, Joyce Namirimo Tamale, applied to court for directions to hold a one-person meeting to re-organise the company, as meetings could not be called in the ordinary way.

Issues

1. Whether the court could order a one-person meeting to be held where a two-shareholder company could not achieve quorum following the death of one shareholder.

Orders

• Applicant directed to hold an Extra General Meeting for the purpose of re-organising the company.
• Costs of the application to be met by the company.

Rules and key headnotes

Legislation cited (4)

• Companies Act 2012 s.142
• Civil Procedure Rules Order 38 r.6(h)
• Civil Procedure Rules Order 38 r.7
• Judicature Act s.33

The original judgment as reported. Read the original PDF before relying on any passage.