Naivas owners’ firm fights dissolution after Sh1.1billion bank flows, Sh191million tax payments

A company linked to the proprietors of Naivas supermarket is fighting its removal from Kenya’s Companies Register after revealing that it continued trading, paid more than Sh190 million in taxes and statutory contributions and recorded bank credits of more than Sh1.1 billion despite being struck off by the Registrar of Companies.

The High Court has, however, declined to certify as urgent an application by directors of Achievo Limited seeking to reverse its dissolution and protect its assets, bank accounts and business operations from being treated as bona vacantia—property deemed to have no legal owner and which may vest in the State.

Justice Rodda Rutto directed Achievo directors Peter Mukuha Kago and Charles Mukuha Simon Gashwe to serve the Registrar of Companies with the application and return to court next week for hearing.

The case raises questions over how a company that the directors say was actively trading and remitting millions of shillings to the Government came to be struck off the register.

Achievo, incorporated on September 27, 2013, as a private company limited by shares, was among companies named in Gazette Notice No. 8218 of May 29, 2026, through which the Registrar notified the public that the companies had been dissolved and their names struck off the register.

The directors now want the court to suspend the effect of the Gazette notice in so far as it relates to Achievo and eventually restore the company to the register.

They are also seeking orders preventing its bank accounts, property and business operations from being frozen, withheld or otherwise dealt with as State property merely because of the dissolution.

Millions paid after dissolution notice

In court documents, Kago argues that Achievo was carrying on business when it was struck off and continued operating afterwards.

He told the court that the company filed its 2025 corporate income tax self-assessment return and paid Sh19.02 million in tax on April 29, 2026, weeks before the Gazette notice.

The company also allegedly remitted Sh104.82 million in Pay As You Earn (PAYE) between May and August 2026, Sh32.16 million in NSSF contributions between April and July and Sh27.39 million in SHIF contributions between May and August.

The statutory payments, according to the directors, related to more than 7,000 employees.

The figures mean the company says it remitted about Sh191.39 million in taxes and statutory contributions during the period surrounding its dissolution.

Its bank account also remained active.

A statement from the company’s SBM Bank (Kenya) account allegedly shows credits amounting to Sh1.14 billion between June 12 and September 14, 2026.

The statement, produced in court, is said to contain payroll transactions, payments to KRA, NSSF, SHIF, HELB, NSSF Sacco, Zamara Fanaka Retirement Fund, Britam Life Assurance and Pioneer Assurance, alongside receipts from business counterparties.

The directors argue that the financial activity demonstrates that Achievo was an operating business rather than a dormant company at the time it was removed from the register.

No warning, directors claim

Kago says the directors received no letter, inquiry or notice from the Registrar before the dissolution and only became aware of it after encountering the Gazette notice.

They attribute the failure to file outstanding annual returns to a change in the company secretary’s office, during which the handover of statutory records and access to the registry portal was allegedly incomplete.

The directors describe the default as inadvertent rather than deliberate and have offered to file all outstanding annual returns within 60 days of restoration, or within another period directed by the court.

Under the Companies Act, former directors or members may apply for restoration of a company that has been struck off. The directors say Achievo meets the statutory threshold because it was carrying on business at the time of dissolution and that restoration would be just and appropriate.

Business paralysis

The directors warn that the dissolution has created immediate problems for a company employing thousands of people and dealing with numerous suppliers, creditors, financial institutions and Government agencies.

They say Achievo has been deprived of its legal personality and is consequently unable to lawfully conduct normal business, operate its bank accounts, enter into contracts, pay employees, remit statutory deductions or prosecute and defend legal proceedings.

They are particularly concerned that company property could be treated as bona vacantia, exposing its assets to vesting in the state.

The directors want the court to declare that contracts, transactions, payments, statutory remittances and legal proceedings undertaken by or against Achievo between May 29, 2026 and the date of restoration remain valid as though the company had never been dissolved.

They argue that such directions are necessary because the company continued trading after the Gazette notice and third parties may otherwise be left exposed to uncertainty over transactions entered into with an entity officially listed as dissolved.

The directors say restoring Achievo would protect its employees, creditors, business partners and Government revenue, insisting that no party would be prejudiced by the order.

They have also invoked the constitutional requirement that courts administer justice without undue regard to procedural technicalities, alongside provisions of the Civil Procedure Act.

Justice Rutto has directed the directors to serve the Registrar of Companies and return to court next week.