A bitter dispute over the ownership of Mathara Holdings Limited has placed corporate registration professional Jane Wangechi Kabiu, also known as Jane Kabiu Gitau, under intense scrutiny as she battles criminal charges involving forgery, conspiracy to defraud and the presentation of a disputed share transfer document to government registration authorities.
Kabiu, who is identified in court documents as having served as Mathara Holdings' company secretary through Optimum Registrars, is the first accused in Milimani Chief Magistrate's Court Criminal Case No. E644 of 2025. She is charged alongside Eric Mwaura Karugu and Benjamin Githara Karugu in proceedings arising from a contested transfer of shares belonging to Victoria Nyambura Karugu.
The prosecution alleges that the three conspired to defraud Victoria of her ownership interest by transferring one ordinary share from Mathara Holdings Limited to Centurion Holdings Limited. Kabiu faces additional charges of forging a Share Transfer Form and knowingly presenting the disputed instrument to the Business Registration Service as genuine.
The allegations have brought renewed attention to the responsibilities of company secretaries and corporate registration professionals, whose work directly affects the ownership and control of businesses. The three accused have not been convicted, and the prosecution must prove its case before the court.
How a Disputed Share Transfer Became a Criminal Case
According to the charge sheet, the transaction at the centre of the dispute dates back to May 2, 2012. Prosecutors contend that a share belonging to Victoria Nyambura Karugu was transferred without lawful authority, leading to criminal investigations and the eventual prosecution of Kabiu and her two co-accused.
The case raises important questions about the authenticity of the documents used to facilitate the transaction, particularly the Share Transfer Form that prosecutors say was falsely presented as Victoria's genuine instrument.
Kabiu's professional position makes the allegations particularly significant. Company secretaries are responsible for important aspects of corporate administration, including maintaining statutory records and facilitating documentation required for changes in ownership.
Where a share transfer is disputed, the authenticity of signatures, the existence of shareholder consent and the accuracy of company records become central issues. These are precisely the matters the court will be required to examine in determining whether the criminal charges have been established.
The allegations also raise questions about the internal controls and verification procedures associated with corporate registration services. However, the charges against Kabiu do not, by themselves, establish wrongdoing by Optimum Registrars as a business.
Accused Seek Bail Reduction Over KSh100 Share
A major controversy has emerged from the accused persons' attempt to have their KSh700,000 cash bail reduced.
In an application dated July 27, 2026, the three argued that the existing terms were excessive and disproportionate to the circumstances of the case. Their application relied heavily on the argument that the disputed transaction concerned a single share with a nominal value of KSh100.
Eric Mwaura Karugu, who swore a supporting affidavit on behalf of the accused, maintained that they had complied with the court's conditions and deserved more reasonable bail terms.
The Office of the Director of Public Prosecutions has strongly opposed the application, arguing that the defence has misrepresented the nature and gravity of the charges.
According to the prosecution, the case is not simply about the nominal value of a share but about allegations of forgery, fraudulent documentation and interference with corporate ownership records.
A share with a nominal value of KSh100 may represent an ownership interest worth substantially more, depending on the company's assets and financial position. More fundamentally, the alleged forgery of a corporate document remains a serious accusation regardless of the amount printed on the instrument.
The prosecution argues that the existing bail conditions should be maintained, although the court must independently assess whether those conditions remain reasonable under the Constitution.
Prosecution Raises Concerns Over Witness Interference
The bail dispute has become more contentious following allegations that developments since the accused were charged have raised concerns about the integrity of the proceedings.
In written submissions opposing the application, prosecutors referred to complaints involving interference with witnesses and the handling of the investigation.
The complainant's material specifically raises concerns involving former Mathara Holdings employee Brenda Wanjiru Irungu and names Kabiu and Eric Mwaura Karugu in allegations of attempts to influence her.
These accusations remain disputed and have not been established as judicial findings. Nevertheless, they form part of the prosecution's argument that reducing bail may be inappropriate if credible concerns exist about interference with witnesses or evidence.
Witness protection is particularly important in cases involving disputed corporate documents because the testimony of employees, directors and individuals familiar with company records may be essential to establishing how a transaction occurred.
The prosecution has urged the court to consider the wider circumstances rather than focusing exclusively on the financial burden of bail.
Police Internal Affairs Letter Raises Further Questions
The court documents also refer to a complaint by Victoria Nyambura Karugu against a police officer identified as CI John Marubu.
A letter dated July 16, 2026, from the National Police Service Internal Affairs Unit states that the complaint was investigated and that the Inspector General of Police concurred with recommendations for disciplinary action against the officer.
The communication adds another dimension to the dispute because it confirms that concerns about police conduct were subjected to an internal investigation.
However, the letter does not establish that Kabiu or her co-accused influenced the officer, nor does it prove the substantive forgery allegations. The full findings of the Internal Affairs Unit were not included in the documents reviewed.
Questions remain about the nature of the disciplinary action recommended and whether any investigative shortcomings affected the handling of the criminal case.
Complainant Seeks Protection and Meaningful Participation
Victoria Nyambura Karugu has also raised concerns about her safety and ability to participate in proceedings connected to the disputed ownership transaction.
The supplied case summary describes an incident in March 2026 in which Benjamin Githara Karugu is accused of confronting the complainant and attempting to seize a firearm from her security officer. The incident was reportedly recorded at Gigiri Police Station and referred to investigators.
The allegation is serious, but it remains an account requiring verification and determination through the appropriate legal process. It should not be treated as proof that Benjamin committed the alleged act.
The complainant has requested protective conditions to prevent intimidation, contact or interference with witnesses while the case continues.
Another issue concerns her participation in related court proceedings. She has sought to protect her interests as the person whose shareholding is said to have been affected, while questions have arisen about the extent of her involvement.
The documents provided do not establish a final ruling excluding her from the criminal case or the precise grounds of any objection to her participation. Under Kenyan law, victims have recognised participatory rights, subject to the court's control of proceedings and the accused persons' fair-trial protections.
Optimum Registrars and the Question of Professional Responsibility
The criminal proceedings have placed the role of corporate registration professionals at the centre of a wider debate about accountability.
A company secretary is expected to maintain accurate records, facilitate lawful corporate transactions and ensure that documents submitted to registration authorities reflect properly authorised decisions.
Where those documents become the subject of criminal allegations, questions naturally arise about how signatures were verified, how shareholder instructions were documented and what safeguards existed against unauthorised changes.
The supplied case summary also refers to a 2018 professional undertaking associated with Optimum Registrars concerning missing allotment forms and company minutes. The underlying undertaking was not independently verified for this article, and its precise legal implications remain unclear.
Nevertheless, the reference highlights the importance of reliable recordkeeping, particularly in companies where ownership is contested.
For Kabiu, the immediate issue is whether prosecutors can prove the specific allegations against her. For the wider corporate services industry, the case is a reminder that documentation used to establish ownership must withstand careful legal scrutiny.
Court Faces Crucial Decision
The prosecution has asked the court to dismiss the application for reduced bail and retain the conditions imposed when the accused appeared in December 2025.
Its position is that the charges are serious and that subsequent complaints concerning witness interference, attendance and the complainant's safety should be considered before the court relaxes the existing conditions.
The accused, on the other hand, maintain that the bail amount is excessive and that they are entitled to reasonable conditions while awaiting trial.
The decision on bail will not determine guilt or innocence. It will establish what conditions should apply while the criminal proceedings continue.
Ultimately, the case will turn on the authenticity of the disputed share transfer documents, the evidence concerning the alleged transaction and the conduct attributed to each accused person.
For Victoria Nyambura Karugu, the proceedings concern an ownership interest which was unlawfully transferred. For Kabiu and her co-accused, they concern serious criminal accusations that they are entitled to contest.
For Kenya's corporate registration system, the case raises a broader question: How effectively are shareholders protected when the documents used to establish ownership become the subject of forgery allegations?
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