The Companies Act No. 17 of 2015Section 265 of The Companies Act No. 17 of 2015: Circulation of written resolutions proposed by directors
(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 company to every eligible member—
(a) by sending copies at the same time, so far as it is reasonably practicable, to all eligible members in hard copy form, in electronic form or by means of a website; or
(b) if it is possible to do so without undue delay, by delivering the same copy to each eligible member in turn, or different copies to each of a number of eligible members in turn,
or by sending copies to some members in accordance with paragraph (a) and
submitting a copy or copies to other members in accordance with paragraph (b).
(3) The company shall attach to, or enclose with, the copy of the written resolution a statement informing the member— (a) how to signify agreement to the resolution; and
(b) of the date by which the resolution is required to be passed if it is not to lapse.
(4) The validity of the written resolution, if passed, is not affected by a failure to comply with this section.
(5) If a requirement of this section is not complied with, the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding five hundred thousand shillings.
(6) If, after a company or any of its officers is convicted of an offence under subsection (5), the company continues to fail to comply with the relevant requirement, the company, and each officer of the company who is in default, commit a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding fifty thousand shillings for each such offence.
Check the current authoritative text and amendment history before relying on this provision.
(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)…
A company shall give notice of a general meeting— (a) in hard copy form; (b) in electronic form; (c) by means of a website; or (d) partly by one such means and partly by one or more of the other such…
(1) Notice of a general meeting that is given by a company by means of awebsite is not effective unless it is complies with this section. (2) In notifying its members of the presence on a website of a…
(1) A company shall send a notice of a general meeting of the company to—(a) each member of the company; and (b) each director. (2) In subsection (1), the reference to a member includes any person who…
In giving notice of a general meeting, a company shall specify— (a) the time and date of the meeting; (b) the place of the meeting; (ba) in the case of a hybrid or virtual meeting, specify the means o…
(1) If a company fails to comply with a requirement of section 281(1) or (2),282, 283 (2) or (3), 284 (1) or 285, the company, and each officer of the company who is in default, commit an offence and…
(1) If a provision of this Act requires a special notice of a resolution to be given, the resolution is not effective unless notice of the intention to move it has been given to the company at least t…
(1) If a company gives notice of— (a) a general meeting; or (b) a resolution intended to be moved at a general meeting, an accidental failure to give notice to one or more persons is to be disregarded…
(1) The members of a company may require the company to circulate, to members of the company entitled to receive notice of a general meeting a statement of not more than one thousand words with respec…
(1) A company that, in accordance with section 289, is required by its membersto circulate a statement shall send to each of its members who is entitled to receive notice of the meeting a copy of the…
(1) The members who requested the statement to be circulated need not paythe expense incurred by the company in complying with section 290 if— (a) the meeting to which the requests relate is an annual…
(1) In the case of a company limited by shares or guarantee and having onlyone member, one qualifying person present at a meeting constitutes a quorum. (2) In any other case, (subject to the articles…
(1) The members present at a general meeting of the company may, by ordinaryresolution, elect one of the members to preside at the meeting. (2) Subsection (1) is subject to a provision of the company'…
(1) On a vote on a resolution at a meeting with a show of hands, the personpresiding at the meeting may declare that the resolution— (a) has or has not been passed; or (b) has passed with a particular…
(1) A provision of a company’s articles is void to the extent that it would have theeffect of excluding the right to demand a poll at a general meeting on a resolution other than one for— (a) electing…
A member who is entitled to cast two or more votes at a poll taken at a general meeting of a company is not obliged to use all of those votes or to cast them all in the same way.
(1) If a body corporate is a member of a company, it may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at a mee…
(1) A member of a company is entitled to appoint another person as themember’s proxy to exercise all or any of the member’s rights to attend and to speak and vote at a meeting of the company. (2) A me…
(1) In every notice convening a meeting of a company, the company shallinclude a prominently displayed statement informing the member of— (a) the member's rights under section 298; and (b) any more ex…
(1) If, for the purposes of a meeting, invitations are issued at the expense of the company to members to appoint as a proxy a specified person, or a number of specified persons, the company shall iss…
(1) This section applies to— (a) the appointment of a proxy; and (b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy. (2) A provision of the compan…
(1) A proxy may be elected to preside at a general meeting by a resolution ofthe company passed at the meeting. (2) Subsection (1) is subject to any provision of the company's articles that states who…
(1) The appointment of a proxy to vote on a matter at a meeting of a companyauthorises the proxy to demand, or join in demanding, a poll on that matter. (2) In applying section 295 to a proxy of a mem…
(1) A member of a company who has appointed a person to act as a proxy of the member may terminate the appointment by notice. (2) The termination of the appointment of a person to act as proxy does no…
Sections 298 to 304 do not prevent a company’s articles from conferring more extensive rights on members or proxies than those conferred by those sections.
If a resolution is passed at an adjourned general meeting of a company, the resolution is for all purposes to be treated as having been passed on the date on which it was in fact passed, and may not b…
(1) If a company has given an electronic address in a notice conveninga general meeting, any document or information relating to proceedings at the meeting can be sent by electronic means to that addr…
(1) Subject to subsection (2) and (3), Division 3 applies, with necessary modifications, to a meeting of holders of a class of shares of a company as it applies to a general meeting of the company. (2…
(1) Subject to subsection (2) and (3), Division 3 applies, with necessary modifications, to a meeting of holders of a class of members of a company having no share capital as it applies to a general m…
(1) Every public company shall hold a general meeting as its annual general meeting within six months from and including the day following its accounting reference date in each year, whether or not it…
(1) A public company shall state in the notice convening an annual generalmeeting of the company that the meeting is an annual general meeting. (2) An annual general meeting may be convened by shorter…
(1) The members of a public company may require the company to give to members of the company who are entitled to receive notice of the next annual general meeting a notice of a resolution that is pro…
(1) A company that is required under section 312 to give notice of a resolutionshall send a copy of the resolution to each member of the company entitled to receive notice of the annual general meetin…
(1) The members who requested the circulation of the resolution need not paythe expenses of the company in complying with section 313 if requests sufficient to require the company to circulate it are…
