BY IRENE ONYANGO.
The Registrar of Companies has confirmed that Kenyan businessman Kirimi Koome failed to disclose the beneficial owner of a firm being claimed by a Rwandan investor.
Hiram Gachugi, the acting Deputy Registrar told the court that the office received a letter from Ombeta & Associates protesting the removal of his client Koome from Stay Online Ltd (SOL) alleging that he did not sign any resignation or share transfer.
He said that his office being responsible for registration of companies was interested to know the reason behind the letter.
Upon review of the records held at the Registry, he determined that Desire Muhinyuza, the Rwandan fighting over the ownership of the firm, was one of the partners of the company in Rwanda.
His office found that the SOL resolved to expand its operations outside Rwanda to Uganda, Kenya and Zambia.
He added that the firm also passed a resolution to appoint a local director to facilitate setting up of its operations in each of the countries.
According to Gachugi, Koome was appointed by the directors as the local agent and representative in Kenya and he was to be remunerated for services rendered towards the establishment of the local company.
“Koome Kirimi on the instructions and the resolutions of the parent company in Rwanda Stay Online Limited incorporated the Stay online limited in Kenya on 14th April 2023 as a single member company in which he was registered as the sole shareholder of 1,000 ordinary shares in pursuance of the resolution passed by the board of directors of the Parent Rwandan company,” said Gachugi. 2023.
The court was informed that the intention was to streamline the operations of the company between Muhinyuza and Koome by setting up a structure following Kenyan laws.
These included the establishing partnership arrangements with Koome, which would allow Muhinyuza to be involved in the day to day activities and management of the Kenyan company but Koome frustrated the attempts.
It was also determined that Muhinyuza exercised indirect ownership and indirect control as a beneficial owner as well as a controlling interest in Stay Online Rwanda which in turn owned the firm in Kenya as his shares were held through his nominee (Koome).
Gachugi stated that Muhinyuza exercised significant control and influence in Stay online Kenya Limited having the decision making power over the management and operations of the company.
He said as the local representative, Koome had the ability to influence the strategic direction of Stay Online Limited and give instructions that are binding on the company’s management.
“In determining beneficial ownership from the documents availed to the Registrar of Companies, the plaintiff has a significant economic interest in the legal entity known as Stay Online Limited and exercises control over its economic benefits, and would be considered a beneficial owner, even if he does not hold the legal title to the entity’s shares,” Stated Gachigi’s witness statement.
