Section 194 of The Companies Act No. 17 of 2015: Provisions protecting directors from liability

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...

(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...

(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'...

(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...

(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...

(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...

(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...

(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;...

(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...

(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...

(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....

(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...

(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...

(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...

(1) If a court makes a disqualification order against a person, the person is, unless the court gives leave to the contrary, disqualified from— (a) being or acting as a director or secretary of a...

(1) On convicting a person of an offence relating to the promotion, formation,management, liquidation or administration of a company, the court may make a disqualification order against the...

(1) This section applies to holders of the following offices of, or in relation to,a company: (a) an officer of the company; (b) a liquidator or provisional liquidator of the company; (c) if the...

(1) This section applies to offences of which a person is convicted inconsequence of a failure to comply with any provision of this Act or the insolvency related laws requiring— (a) a return,...

(1) A court shall make a disqualification order against a person if satisfied, on an application made to it under section 219— (a) that the person is or has been a director or secretary of a company...

(1) If the Attorney General is satisfied that it would be in the public interest fora disqualification order under section 218 to be made against a person— (a) the Attorney General; or (b) if the...

(1) In the circumstances specified in section 218, the Attorney General may accept a disqualification undertaking by any person that, for a period specified in the undertaking, the person— (a) will...

(1) If, as result of a report of an investigation conducted under Part XXX ,the Attorney General considers that it would be in the public interest for a disqualification order to be made against a...

(1) The relevant court may, on the application of a person who is subject to adisqualification undertaking— (a) reduce the period for which the undertaking is to be in force; and (b) provide for it...

(1) A person who, except with the leave of a court—(a) acts as a director or secretary of a company; and (b) directly or indirectly participates in its promotion, formation or management, while an...

(1) For the purposes of this section, a person is personally responsible for all the relevant debts of a company if at any time— (a) the person is concerned in the management of the company in...

(1) A person may make an application to the Court for a disqualification order only if the person has given the person against whom the order is sought a notice of intention to apply for such an...

(1) If a person is subject to a disqualification order made by the Court, an application for leave for the purposes of section 214(1) may be made only to the Court. (2) If— (a) a person is subject...

(1) The Registrar shall establish and maintain a register of disqualification orders and disqualification undertakings in which the Registrar shall enter all particulars, provided in accordance with...

A person who, while subject to a disqualification order or disqualification undertaking, contravenes the order or undertaking commits an offence and on conviction liable to a fine not exceeding one...

(1) A person who is disqualified under this Part may apply to the Court forpermission to act in a way that would otherwise be a breach of the disqualification. (2) The Attorney General is entitled to...

(1) The regulations may require a statement or notice lodged with the Registrarunder section 16, 135 or 248 that relates (wholly or partly) to a person who is a person subject to a disqualification...

(1) A statement that is lodged with the Registrar in accordance with regulations made for the purpose of section 230 is to be treated as a record relating to a company for the purposes of the...

A person who— (a) fails to comply with a requirement to lodge a statement with regulations made for the purpose of section 230; or (b) lodges with the Registrar such a statement that the person...

(1) For the purposes of this Division, a person is subject to foreign restrictions if, under the law of a country or territory outside Kenya, the person— (a) is, because of misconduct, incompetence...

(1) A person who is subject to foreign restrictions is disqualified from— (a) being a director or secretary of a Kenyan company; or (b) in any way, whether directly or indirectly, being concerned in...

(1) A person who— (a) is a director or secretary of a company registered in Kenya; and (b) is involved in the management of a Kenyan company, is personally responsible for all debts and other...

(1) The Registrar shall establish and maintain a register of foreign restrictionsin which the Registrar shall enter particulars of foreign restrictions relating to a persons who is or may become a...

(1) In any legal proceedings (whether or not under this Act), any statement made in compliance or purported compliance with a requirement imposed by or under this Part or the Fourth Schedule, or by or...

(1) In this Part, "derivative claim" means proceedings by a member of a company— (a) in respect of a cause of action vested in the company; and (b) seeking relief on behalf of the company. (2) A...

(1) In order to continue a derivative claim brought under this Part by a member,the member has to apply to the Court for permission to continue it. (2) If satisfied that the application and the...

(1) If— (a) a company has brought a claim; and (b) the cause of action on which the claim is based could be pursued as a derivative claim under this Part, a member of the company may apply to the...

(1) If a member of a company applies for permission under section 239 or 240,the Court shall refuse permission if satisfied— (a) that a person acting in accordance with section 144 would not seek to...

(1) If a derivative claim— (a) has been brought by a member of a company; (b) was brought by a company and is continued by a member of the company as a derivative claim; or (c) has been continued...

(1) A private company is required to have a secretary only if it has a paid up capital of five million shillings or more. (2) If a private company does not have a secretary— (a) anything authorised...

Every public company is required to have at least one secretary.