Parallel Titles, Dissolved Companies and the Anatomy of Land Fraud: Lessons from Williams & Kennedy Ltd v David Kimani Gicharu & Others

Land ownership disputes in Kenya continue to be plagued by competing titles, missing records, and the persistent problem of “parallel registers.” In Williams & Kennedy Limited v David Kimani Gicharu & Others (Civil Appeal Nos. E682, E686 & E705 of 2024), the Court of Appeal confronted one of the most intricate land disputes in recent years, involving allegations of historical fraud, titles purportedly emanating from a dissolved company, conflicting deed plans, and the reconstruction of land registers.

The consolidated appeals centred on the lawful root of title to a prime parcel of land in Runda, Nairobi, and whether titles allegedly originating from a dissolved company could override the claim of a registered proprietor who traced his ownership to an earlier deed plan and conveyance.

Key Determinations by the Court of Appeal

Proof of root of title
The Court reaffirmed the settled principle that where a title is challenged, a registered proprietor must do more than produce a certificate of title. The holder must demonstrate the legality of the acquisition and compliance with all statutory processes. The Court underscored that the doctrine of indefeasibility does not protect titles tainted by fraud or illegality, and cannot be invoked to shield an unlawful root of title.

Effect of titles purportedly issued to a dissolved company
A central issue concerned the legal capacity of Williams & Kennedy Ltd. The Court accepted evidence that the company was dissolved in 1973 and had neither been reinstated nor re-incorporated. As a result, it lacked the legal capacity to receive a presidential grant in 1983 or to transact in land thereafter.

The Court held unequivocally that a non-existent legal person cannot acquire, hold, charge, or transfer land. Any titles or interests purportedly flowing from such an entity were therefore null and void ab initio.

Parallel registers and the role of the Chief Land Registrar
The Court strongly criticised the existence of parallel land registers, holding that they undermine the integrity and reliability of the land registration system. It affirmed that the Chief Land Registrar cannot lawfully maintain multiple parent files for the same parcel of land. Further, the reconstruction of land registers must strictly comply with statutory requirements and cannot be used to defeat ongoing litigation or to legitimise defective titles.

Practical Implications

For conveyancers, developers, lenders, and litigators, the decision serves as a clear cautionary tale. Effective due diligence must go beyond the face of a title deed and include scrutiny of corporate status, deed plans, surrender history, and the integrity of registry records.

In an environment where land fraud has grown increasingly sophisticated, the judgment represents a firm judicial commitment to restoring legality, certainty, and public confidence in Kenya’s land ownership regime.

 

What to Do If You Lose Your Title Deed in Kenya - A simple guide for property owners

A simple guide for property owners

Losing a title deed can be stressful, but it does not mean you have lost your land. Kenyan law provides a clear process for replacing a lost or destroyed title deed. The key is to act quickly and follow the correct steps.

Step 1: Report the Loss Immediately

As soon as you realize the title deed is missing, report the loss at the nearest police station. You will be given a police abstract or OB reference, which officially records the loss. This document is required before any replacement can be processed.

Step 2: Protect Your Land

Visit the Land Registry and request for a caution or restriction to be placed on the property. This temporarily blocks any sale, transfer, or charge on the land and protects you from fraud while the replacement process is ongoing.

Step 3: Confirm Ownership

Conduct an official land search at the Land Registry or through the e-Citizen platform. This confirms that you are still the registered owner and shows whether there are any loans, disputes, or other claims on the land.

Step 4: Swear an Affidavit

You will need to swear an affidavit (sworn statement) before a lawyer or Commissioner for Oaths. In this statement, you explain how the title was lost and confirm that it has not been sold, used as loan security, or given to anyone else.

Step 5: Apply for a Replacement

Complete the prescribed application form for replacement of a lost title at the Land Registry and submit it together with:

• Police abstract
• Affidavit
• Official land search
• Copies of your ID and KRA PIN
• Passport-size photographs

Companies or family land may require additional documents.

Step 6: Public Notice Period

The Land Registrar will publish a notice in the Kenya Gazette and a newspaper informing the public of the lost title.
The law allows at least 60 days for anyone with a valid claim to object. This step protects genuine landowners and prevents fraud.

Step 7: Collection of the New Title

If no objection is raised, or once objections are resolved, the Land Registry will issue you with a replacement title deed. Your land records are then officially updated.

If you later find the original title deed, you must return it to the Land Registry. Keeping two title deeds for the same land is illegal.

How Long Does It Take?

The process usually takes 3 to 6 months, mainly due to the required public notice period.

Helpful Tips

Act quickly once you notice the loss
Place a caution to prevent fraud
Keep copies of all documents
Seek legal help if the land is valuable or disputed

Final Word

Losing a title deed is not the end of your ownership rights. By following the correct legal steps and staying vigilant, you can safely replace your title and protect your property.

How to replace a lost title deed in Kenya — the official process under the Land Registration Act (Cap. 300).

1. Report the Loss to the Police

You must first report the missing title deed at a police station and obtain a police abstract or an entry in the Occurrence Book (OB) confirming the loss or theft. This is an official first step required by law.

 2. Conduct a Land Search

Visit the Land Registry where your land is registered (or use the e-Citizen platform) to do an official land search. This confirms:

• You’re still the registered owner
• The correct title details (plot number, location, encumbrances, etc.)

You’ll need your ID, KRA PIN, and ideally the title number (if you know it).

 3. Swear a Statutory Declaration (Affidavit)

You must prepare and swear an affidavit before a Commissioner for Oaths or senior advocate, explaining:

• Your details
• Property details
• How the title deed was lost
• That the deed has not been used as security for a loan or sold

This legally supports your application.

4. Fill the Title Replacement Application

Complete Form LRA 12 (Application for Replacement Certificate of Title/Lease on Loss or Destruction). You’ll attach:

• Police abstract
• Statutory declaration
• Certified ID copies
• Land search results
• Passport-size photos
• Any other supporting documents

Then submit the form to the Land Registry.

5. Publish a Notice

The Lands Registrar will arrange for a notice of the lost title to be published in the Kenya Gazette and usually in national newspapers.
This gives the public up to 60 days to raise objections before a replacement title can be issued.

6. Wait for the Objection Period

There’s a statutory 60-day public notice period after publication where anyone can raise legitimate claims. If no valid objections are raised, the replacement process continues.

 7. Issuance of the Replacement Title

Once the objection period ends and everything checks out, the Land Registrar issues a new title deed in place of the lost one and updates the land register accordingly.

Important: If you later find the original title deed, you are legally required to surrender it to the Lands Registrar; holding two valid title deeds is an offence.

Typical Documents Needed

Police abstract (OB entry)
Sworn statutory declaration (affidavit)
Form LRA 12
Certified ID/Passport copies and KRA PIN
Land search results
Passport-size photos
Gazette and newspaper notices (once issued)
For companies: Certificate of registration and board resolution may be needed. 

 

 Costs & Timeline (Approximate)

• Police abstract: small or no fee
• Land search: ~KES 500–2,000
• Gazette & adverts: ~KES 1,500–5,000
• Registry fees: varies depending on land type/value
• Total typical cost: ~KES 5,000–25,000 (excluding lawyer fees)
• Timeline: about 3–6 months, largely due to the required Gazette notice period. 

 

 Client Summary:

Legal Requirements for Replacement (Section 33 LRA)

1. Statutory Declaration (Affidavit): A sworn affidavit explaining the circumstances of the loss or destruction must be made by the registered proprietor(s).
2. Police Abstract: A report must be filed at the nearest police station to obtain a police abstract, serving as official evidence of the loss.
3. Gazette Notice (Form LRA 13): The Registrar will publish a notice in the Kenya Gazette and in at least two newspapers of nationwide circulation.
4. Sixty-Day Waiting Period: The replacement can only be issued upon the expiry of sixty (60) days from the date of publication in the Gazette.
5. Form LRA 12: The formal application for a replacement title must be made using Form LRA 12. 

 

 

The Law Guiding conversion from Freehold to Leasehold

In Kenya, the conversion from freehold to leasehold is stipulated by the Constitution of Kenya (2010), specifically Article 65, which restricts non-citizens to holding land only as leasehold for a maximum term of 99 years. 

Further, the implementation of this conversion process is governed by the following laws and regulations:

• Land Regulations, 2017 (Legal Notice 280): These regulations provide the mechanism for the National Land Commission (NLC) to convert freehold titles held by non-citizens into leasehold titles of 99 years.
• The Land Act, 2012 (and subsequent amendments): This act provides the framework for managing public land and land registration, including the conversion of land tenures.
• Land Amendment Act 2024 (proposed/implemented): This recent legislative change aims to convert private freehold land in urban areas into leasehold to facilitate better land management and taxation. 

Key Aspects of the Conversion Law in Kenya:

• Mandatory for Foreigners: Non-citizens cannot own freehold land. Any freehold land owned by a non-citizen is deemed to have been converted to a 99-year leasehold, effective from August 27, 2010.
• Urban Areas: For Kenyan citizens, the 2024 amendments allow for the conversion of freehold to leasehold for urban properties.
• NLC Role: The National Land Commission handles the conversion process, including notifying affected owners, resurveying the land, and issuing new 99-year leases. 

For voluntary conversion or specific, individual cases, the process is facilitated under the Land Act 2012 and requires, among other things, the surrender of the original freehold title to the NLC. 

 

How to Convert Land from Absolute Ownership (Freehold) to Land for Lease (Leasehold) in Kenya

Converting freehold land to lease in Kenya involves several steps as outlined below:

Step 1: Check Your Eligibility

Confirm if your land qualifies. For foreigners, it’s mandatory. For citizens, check if it’s in an urban area under the 2024 amendments. Do a land search on the Ardhi Sasa platform for KSh 550 to verify your freehold title.

Step 2: Get Notifications and Apply

The NLC might notify you if conversion is required. If not, apply for the NLC or a county government position. Use forms like LA22 or LA23 for related processes. Include your ID, title deed, and proof of ownership.

Step 3: Obtain Approvals

Engage a physical planner for a brief. Obtain county approvals, such as development permission (PPA2). For land to be leased in Kenya, public participation may be required, such as posting notices in newspapers.

4. Surrender the Title

Hand over your original freehold title to the NLC. They review it within 90 days.

5. Pay Fees and Valuations

Costs include application fees (approximately KSh 10,000), stamp duty (ranging from 2% to 4% of the value), and valuation fees (KSh 15,000 to KSh 50,000). The total can be 2-5% of the land value.

6. Receive New Lease

The NLC issues a new 99-year lease certificate. Register it on Ardhi Sasa.

This process takes 6-12 months. For land to lease in Kenya, particularly in places like Nairobi, expect delays due to the high volume – over 10,000 properties in Nairobi are at risk in 2026.

If you’re looking for land to lease in Kenya, notwithstanding the locality, the steps are similar. A land lease agreement in Kenya is key to formalizing it.

 

 

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c/o Ardhisasa KE

Lease preparation: New Application (Freehold To Leasehold Conversion)

What are the Lease Preparation?

A land lease is an agreement that permits the tenant to use a piece of land owned by the landlord in exchange for rent. Land leases work similar to how traditional property leases operate, tenants can enter into both residential and commercial agreements work.

What is the Conversion of Freehold to Leasehold?

This is a process where any proprietor(s) holding a freehold interest in land surrenders it to the Government in exchange for the leasehold interest.

Any foreigner who held a freehold interest in land as at August 2010 is automatically deemed to be leasehold by operation of law. This is in relation to a directive for the foreigners to surrender such titles to the Land office for conversion from freehold to leasehold not exceeding 99 years.

However, any Kenyan citizen(s) who wants to transition from freehold to leasehold interest in land is allowed to apply for this process.

Who are the actors involved?

Applicant

Is the individual who starts the application who could be the registered proprietor or a professional who has an account on Ardhisasa and has upgraded their respective profession.

Proprietor:

The registered proprietor is required to draft a request letter directed to the Director Land Administration for conversion from freehold to leasehold.

Advocate:

Required for the purpose of attesting the execution of the new lease.

What are the requirements?

Surrender Reference Number: This number is provided after completion of the Surrender of Title (LRA 65A).

Copy of Freehold Title (PDF).

What are the payments required?

New Grant Fees.