(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 or…
(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 t…
(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 liabilit…
(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 dir…
(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 deriv…
(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 eviden…
(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 Cour…
(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 c…
(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 by a…
(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 or…
Every public company is required to have at least one secretary.
(1) If satisfied that a public company is failing to comply with section 244, the Registrar may give the company a direction under this section. (2) The Registrar shall state in the direction that the…
(1) The directors of a public company shall take all reasonable steps to ensurethat the secretary or each joint secretary of the company— (a) is a person who has the requisite knowledge and experience…
If, in the case of a public company, the office of secretary is vacant, or for any other reason there is no secretary capable of acting, anything required or authorised to be done by or to the secreta…
(1) A public company shall keep a register of its secretaries. (2) The company shall ensure that its register of secretaries— (a) contains the required particulars of the person who is, or persons who…
(1) A public company shall, within fourteen days after— (a) a person is appointed to be its secretary or one of its joint secretaries; (b) ceases to be appointed as such; or c) any change occurs in th…
(1) If the secretary of a public company is a natural person, the company shallensure that its register of secretaries contains the following particulars: (a) the name and any former name of the secre…
(1) If the secretary of a public company is a company or a firm, the companyshall ensure that its register of secretaries contains the following particulars— (a) the name of the company or the firm; (…
A person who knowingly or recklessly authorises or permits the inclusion of misleading, false or deceptive particulars in a register of secretaries commits an offence and is liable on conviction to im…
(1) If a public company fails to comply with a requirement of section 250 or 251,the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to…
A provision requiring or authorising a thing to be done by or to a director and the secretary of a public company is not satisfied by its being done by or to the same person acting both as director an…
(1) A resolution of the members, or of a class of members of a private companymay be passed either— (a) as a written resolution; or (b) at a meeting of the members. (2) A resolution of the members or…
(1) A resolution is an ordinary resolution of the members (or of a class ofmembers) of a company if it is passed by a simple majority. (2) A written resolution is passed by a simple majority if it is…
(1) A resolution is a special resolution of the members (or of a class of members) of a company if it passed by a majority of not less than seventy-five percent. (2) A written resolution is passed by…
(1) When a vote on a written resolution put to the members of a company is taken, then— (a) if the company has a share capital — each member has one vote for each share, or each one hundred shillings…
(1) If a member entitled to vote on a resolution has appointed one proxy only,and the company’s articles provide that the proxy has fewer votes in a vote on a resolution on a show of hands taken at a…
(1) If two or more persons hold a share jointly, only the vote of the senior holderwho votes and any proxies duly authorised by that holder are eligible for counting by the company. (2) For the purpos…
If a person who was not entitled to vote on a resolution of a company purports to vote on the resolution and the company's articles provide that objections to the entitlement of the person to vote are…
(1) For the purpose of this Division, a resolution is a written resolution of aprivate company if it is proposed and passed by the company in accordance with this Division. (2) The following may not b…
(1) In relation to a resolution proposed as a written resolution of a privatecompany, the eligible members are the members who would have been entitled to vote on the resolution on the circulation dat…
A reference in this Part to the circulation date of a written resolution is to the date on which copies of the written resolution are sent or delivered to members or, if copies are sent or delivered t…
(1) This section applies to a resolution proposed as a written resolution by the directors of the company. (2) The company shall send or deliver a copy of a written resolution of the directors of the…
(1) The members of a private company may require the company to circulate a resolution that may properly be moved and is proposed to be moved as a written resolution. (2) A resolution may properly be…
(1) A company that is required under section 266 to circulate a resolution shall, subject to section 268, or an application not to circulate a members' statement, send to every eligible member of the…
(1) The members who requested the circulation of the resolution shall meet the cost of circulating the resolution unless the company otherwise resolves. (2) Unless the company has previously so resolv…
(1) A company is not required to circulate a members’ statement under section268 if, on an application by the company or another person who claims to be dissatisfied, the Court is satisfied that the r…
(1) A member signifies agreement to a proposed written resolution when the company receives from that member, or from someone acting on the members’ behalf, an authenticated document— (a) identifying…
(1) A proposed written resolution lapses if it is not passed before—(a) the deadline specified for this purpose in the company's articles; or (b) if no deadline is specified the expiry of twenty eight…
If a company has given an electronic address in a document containing, or enclosed with or attached to, a proposed written resolution, any document or information relating to that resolution may be va…
If a company sends to a person by means of a website— (a) a written resolution; or (b) a statement relating to a written resolution, the resolution or statement is not validly sent unless the resoluti…
A provision of the articles of a private company is void to the extent that it would have the effect that a resolution that is required by or otherwise provided for in an enactment could not be propos…
A resolution of members of a company is validly passed at a general meeting if— (a) notice of the meeting and of the resolution is given; and (b) the meeting is held and conducted, in accordance with…
(2) Every company shall convene a general meeting once a year. (3) Subsection (1) does not apply to single member companies. (4) The Registrar may, on the application of the company or for any other r…
The directors of a company may convene a general meeting of the company.
(1) The members of a company may require the directors to convene a general meeting of the company. (2) The directors are required to convene a general meeting as soon as practicable after the company…
(1) If requested to convene a general meeting of the company, the directorsshall — (a) do so within twenty-one days from the date on which request was made; and (b) hold the meeting on a date not more…
(1) If, after having been required to convene a general meeting under section277, the directors fail to do as required by section 278, the members who requested the meeting, or any of them representin…
(1) This section applies if for any reason it is impracticable— (a) to convene a meeting of a company in any manner in which meetings of that company may be convened; or (b) to conduct the meeting in…
(1) In convening a general meeting (other than an adjourned meeting), a private company shall give a least twenty-one days’ notice. (2) In convening a general meeting, a public company shall give— (a)…
