(1) A company may not— make a loan to a director of the company or of its member, holding company; or (b) give a guarantee or provide security in connection with a loan made by any person to such a di…
(1) This section applies to a company that is— (a) a public company; or (b) a company associated with a public company. (2) A company to which this section applies may not— (a) make a quasi-loan to a…
(1) This section applies to a company that is— (a) a public company; or (b) a company associated with a public company. (2) A company to which this section applies may not— (a) make a loan or quasi-lo…
(1) This section applies to a company that is— (a) a public company; or (b) a company associated with a public company. (2) A company to which this section applies may not— (a) enter into a credit tra…
(1) A company may not— (a) participate in an arrangement under which— (i) another person enters into a transaction that, if it had been entered into by the company, would have required approval under…
(1) An approval is not required under section 164, 165, 166 or 167 for anythingdone by a company— (a) to provide a director of the company or of its holding company, or a person connected with any suc…
(1) An approval is not required under section 164, 165, 166 or 167 for anything done by a company— (a) to provide a director of the company or of its holding company with funds to meet expenditure inc…
An approval is not required under section 164, 165, 166 or 167 for anything done by a company— (a) to provide a director of the company or of its holding company with funds to meet expenditure incurre…
(1) An approval is not required under section 164, 165 or 166 for a company to make a loan or quasi-loan, or to give a guarantee or provide security in connection with a loan or quasi-loan, if the agg…
(1) An approval is not required under section 164, 165 or 166 for— (a) the making of a loan or quasi-loan to an associated body corporate; and (b) the giving of a guarantee or provision of security in…
(1) An approval is not required under section 164, 165 or 166 for the making of a loan or quasi-loan, or the giving of a guarantee or provision of security in connection with a loan or quasi-loan, by…
(1) This section has effect for determining what are "other relevant transactions or arrangements" for the purposes of an exception to section 164, 165, 166 or 167. (2) In subsections (3) to (6), "the…
(1) For the purposes of this Division— (a) the value of a transaction or arrangement is to be determined in accordance with subsections (2) to (7); and (b) the value of any other relevant transaction…
For the purposes of this Division, the person for whom a transaction or arrangement is entered into is— (a) in the case of a loan or quasi-loan, the person to whom it is made; (b) in the case of a cre…
(1) This section applies to a transaction or arrangement entered into by a company in contravention of section 164, 165, 166 or 167. (2) A transaction or arrangement to which this section applies is v…
If a transaction or arrangement is entered into by a company in contravention of section 164, 165, 166, 167 or 168 but, within a reasonable period, it is ratified— (a) in the case of a contravention o…
(1) In this Division, "payment for loss of office" means a payment made to a director or past director of a company— (a) as compensation for loss of office as a director of the company; (b) as compens…
(1) This section applies if, in connection with a transfer of the kind referred toin section 183 or 184, a director of the company— (a) is to cease to hold office; and (b) is to cease to be the holder…
(1) A company may not make a payment for loss of office to a director of the company unless the payment has been approved by a resolution of the members of the company. (2) A company may not make a pa…
(1) A person may not make a payment for loss of office to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company unless the paym…
(1) A person may not make a payment for loss of office to a director of a company in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover b…
(1) An approval is not required under section 182, 183 or 184 for a payment made in good faith— (a) in discharge of an existing legal obligation; (b) as damages for breach of such an obligation; (c) i…
(1) An approval is not required under section 182, 183 or 184 if— (a) the relevant payment is made by the company or any of its subsidiaries; and (b) the amount or value of the payment, together with…
(1) If a payment is made in contravention of section 182— (a) the payment is held by the recipient on trust for the company making the payment; and (b) any director who authorised the payment is joint…
(1) If— (a) approval under this Division is sought by written resolution; and (b) a memorandum is required under this Division to be sent or submitted to every eligible member before the resolution is…
(1) An approval may be required under more than one section of this Division. (2) If an approval is required under more than one section of this Division, thecompany shall comply with each applicable…
(1) For the purposes of this Division, a contract is a director's service contractif it is a contract under which— (a) a director of a company undertakes personally to perform services (as director or…
(1) A company shall keep available for inspection— (a) a copy of each director's service contract with the company or with a subsidiary of the company; or (b) if the contract is not in writing – a wri…
(1) This section applies to a company that is required to keep a copy of a director's service contract, or a memorandum setting out the terms of the contract, available in accordance with section 191.…
(1) If— (a) a limited company having only one member enters into a contract with the sole member; (b) the sole member is also a director of the company; and (c) the contract is not entered into in the…
(1) This section applies to the following provisions— (a) a provision of a company's constitution; (b) a provision of any contract, scheme or arrangement to which the company or a related company is a…
Section 194(3) does not prevent a company from purchasing and maintaining insurance against any liability specified in that subsection for a director of the company or a director of an associated comp…
(1) Section 194(3) does not apply to a qualifying third party indemnity provision. (2) In this section, "third party indemnity provision", in relation to a director, means provision for indemnity agai…
(1) In this section, "qualifying indemnity provision" means— (a) a qualifying third party indemnity provision; and (b) a qualifying pension scheme indemnity provision. (2) If, when a directors' report…
(1) This section has effect if a qualifying indemnity provision is made for a director of a company and— (a) applies to the company (whether the provision is made by the company or by an associated co…
(1) This section applies to a company that is required to keep available for inspection a copy of a qualifying indemnity provision or memorandum in accordance with section 198. (2) A company to which…
(1) The purpose of this Division is to protect— (a) information about a director's usual residential address; and (b) the information that the director's service address is the director's usual reside…
(1) A company shall not use or disclose protected information about any of itsdirectors, except— (a) for communicating with the director concerned; (b) in order to comply with any requirement of this…
(1) The Registrar shall omit protected information from the material on theregister that is available for inspection if— (a) it is contained in a document lodged with the Registrar in which the inform…
(1) The Registrar may use protected information relating to a director for communicating with the director. (2) The Registrar may disclose protected information—(a) to a prescribed public authority; o…
(1) The Court may make an order for the disclosure of protected information by the company or by the Registrar if— (a) there is evidence that service of documents at a service address other than the d…
(1) The Registrar may place a director's usual residential address on the public record if— (a) communications sent by the Registrar to the director and requiring a response within a specified period…
(1) On deciding in accordance with section 205 that a director's usual residential address is to be placed on the public record, the Registrar shall proceed as if notice of a change of registered part…
(1) A decision of a company to ratify the conduct of a director amounting to negligence, default, breach of duty or breach of trust in relation to the company can be taken only by the members. However…
(1) The powers of the directors of a company include a power to provide for the benefit of persons employed or formerly employed by the company, or any of subsidiary of the company, in connection with…
(1) A resolution of the directors under section 208(3) is not sufficient authorityfor payments to or for the benefit of directors, or former directors. (2) The power conferred by section 208(1) is sub…
(1) A company shall ensure that minutes of all proceedings at meetings of itsdirectors are recorded. (2) A company shall keep the minutes of each meeting of its directors' for atleast seven years from…
(1) Minutes of a meeting of the directors recorded in accordance with section210 are, if authenticated by the person presiding at the meeting or by the person presiding at the next directors' meeting,…
For the purposes of this Part, it does not matter whether the law that, apart from this Act, governs an arrangement or transaction is the law or part of the law of Kenya.
In this Part, unless the context otherwise requires "disqualification order" means a disqualification order made under this Part or insolvency related laws or any other enactment prescribed by the reg…
