j) fully paid, in relation to a share, means the price at which the share was issued has been fully paid to the company; k) holder, in relation to a share, means the. Country: Kenya. Subject(s): Kenya Law, ronaldweinland.info, Kenya PDF PDF (KENL)Companies and Insolvency Legislation . of -. BOC KENYA PLC formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the.
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THE COMPANIES ACT. No. 17 of Date of Assent: 11 th September, Date of Commencement: Section I on 15th September, LAWS OF KENYA. COMPANIES ACT. NO. 17 OF Revised Edition [ ]. Published by the National Council for Law Reporting with the Authority of. Fees payable to companies under the Act Companies Act, , the Attorney General makes the following (d) in the case of a non-Kenyan citizen, a copy.
All other parts and sections were to come into operation upon a gazette notice by the Cabinet Secretary responsible for company matters, the Attorney General. The first phase of implementation of the laws was published in Gazette Notice of where the following parts are now operational; Parts 1 to 14, Part 23, Part 31, Part 32, Part 38, Part 40, Part 42 and the First, Second and Sixth Schedules of the Act. The commencement date for this phase will be by notice. The Attorney General has also published the Companies General Regulations, which prescribes additional requirements as required by the Act, the necessary forms and the fees for the services offered by the Companies Registry. PART II Sections outlines the types of companies that can be formed and deals with their formation and registration. Companies can either be limited by shares or by guarantee or have unlimited liability.
Section says that if a member or creditor of a company, or the Attorney General, alleges that a company is proposing to act in contravention of section , they may apply to the Court for an order restraining the company from contravening that section.
Interestingly, section states that nothing in this Part affects the validity of an allotment or sale of securities or of an agreement to allot or sell securities. This means that offers made, or shares sold, in contravention of section are not by that reason only invalid. Section prohibits public companies from conducting business or exercising a borrowing power unless the Registrar has issued it with a trading certificate.
That section also says that the Registrar shall issue that certificate only if satisfied that the nominal value of the allotted share capital of the company is not less than the authorised minimum. Section decrees this minimum authorized capital to be Kshs. If a company contravenes section , the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to fine not exceeding Kshs.
Redeemable shares Part XX has elaborate provisions on redeemable shares. In general, a limited company having a share capital may issue redeemable shares that are to be redeemed, or are liable to be redeemed, at the option of the company or the shareholder.
Besides, the directors of a limited company may determine the terms, conditions and manner of redemption of shares if they are authorised to do so by the articles or by a resolution of the company. Treasury shares With regard to treasury shares, that is, a download or acquisition of shares by a limited company of its own shares. Besides, the download or acquisition is made out of distributable profits and the shares are qualifying shares.
The company may then either hold the shares as treasury shares or deal with the shares.
Besides, the company cannot exercise any right in respect of the treasury shares, including any right to attend or vote at company meetings. Takeovers Section prescribes that an offer to download shares in a company is a takeover if these conditions are satisfied, viz; a. It is an offer to acquire all the shares in a company or, if there is more than one class of shares, all the shares of one or more classes; and b. The terms of the offer are the same for all shares or classes of shares in the offer.
The Act then goes ahead to give elaborate rules concerning treatment of shares in takeovers, including rules on communication to members and effect of non-communication to certain members.
Accounting and financial records Part XXV of the Act has provisions on financial reporting and record keeping by companies. For that purpose, the Act divides companies into two main distinctions; a. Unquoted and quoted companies, with slightly more stringent accounting and financial record keeping with regard to the latter. Companies subject to the small companies regime and companies that are not subject to that regime.
That regime applies to companies that qualify as small and that are not excluded from the regime. The qualifying conditions are a turnover of not more than Kshs.
Most notably, this regime does not apply to a public companies; b listed companies; and c companies carrying on insurance market or banking activity. If after conviction they continue in default, they commit a further offence on each day of default and on conviction is liable to a fine not exceeding Kshs.
Non-compliance makes both the company and its officers liable to an offence punishable by a fine of Kshs. In general, one notes that the Act makes comprehensive provisions on financial reporting by companies.
The provisions prescribe particularly strict rules with regard to public companies, quoted companies and generally companies not subject to the small companies regime.
The Act also has elaborate rules on auditing of company accounts, with particularly more stringent rules with regard to public companies and quoted companies. Arguably, the Companies Act No.
It makes immense changes to the current law and is no doubt a culmination of many years of attempts to reform company law in Kenya. While the Act is bulky and by all standards fairly lengthy, it uses clears, simple and modern English meant to be understood by a reader of any reasonable level of learning.
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By Philbert Maniraguha. Download pdf.
Remember me on this computer. The remaining parts of the Act will be commenced by notice in the Kenya Gazette. Registrar Of Companies Companies Forms Rules have also been published and are available on the above websites. Do I have to use the new Forms? There are changes to every form that is submitted to the Registrar of Companies, including the introduction of some new ones. The numbering system of the forms has also changed.
These new versions of the forms are available from the website — www. Each form bears a reference to the Companies Act rather than the Cap What will I need to do if I want to register a company? A person wishing to incorporate a company should lodge with the Registrar the following documents: 1. Application and reservation of name. Form CR 1- Application to register a company containing the proposed name as reserved , the registered office, liability of members whether limited by shares or by guarantee , the nature of the company if private or public and the name, consent of the initial director and secretary of the company and address of the agent if an agent is used to make the application.
Statement of Nominal Share Capital form. Form CR8 6. Articles of Association if those provided in the Regulations have not been adopted. Applicants should attach copies of identification documents. Company registration documents have been exempted from stamp duty eliminating the requirement for stamp duty assessment and franking. Do I need to pay any registration fees?
The registration fee is ksh. Does my company have to file Articles of association?
The Companies General Regulations, provide in schedule 3, 4 and 5 model Articles which companies may adopt. Where applicants adopt the model Articles they do not need to supply them during registration. If the applicants do not adopt such Articles, then they have to provide their own Articles.