The Companies Act No. 17 of 2015Section 372 of The Companies Act No. 17 of 2015: Copy of report to be lodged with Registrar
(1) A company to which a report is made under section 368 as to the value of any consideration for which, or partly for which, it proposes to allot shares shall lodge a copy of the report to the Registrar for registration.
(2) The company shall lodge the copy at the same time as it lodges the return of the allotment of those shares under section 333.
(3) If a company fails to lodge a copy of a report with the Registrar as required by subsections (1) and (2), 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 two hundred thousand shillings.
(4) If, after a company or any of its officers is convicted of an offence under subsection (3), the company continues to fail to lodge the requisite copy of the report, 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 twenty thousand shillings for each such offence.
(5) If a company has failed to lodge with the Registrar a copy of a report as required by subsections (1) and (2), the company or any of its officers may apply to the Court for relief.
(6) If, on the hearing of an application made under subsection (5), the Courtis satisfied—
(a) that the omission to lodge the copy was accidental or due to inadvertence; or
(b) that it is just and equitable to grant relief, it may make an order extending the time for delivery of the copy for such period as it considers appropriate.
Check the current authoritative text and amendment history before relying on this provision.
(1) A public company formed as such shall not enter into an agreement—(a) with a person who is a subscriber to the company's memorandum; (b) for the transfer by the person to the company or another, b…
(1) The following conditions are conditions that are required to be complied with for the purpose of section 373— (a) that the consideration to be received by the company, and any consideration other…
(1) Part XLI applies to the valuation and report required by section 374. (2) In the report, the valuer shall specify— (a) the consideration to be received by the company, describing the relevant asse…
(1) The following conditions are further conditions that are required to be complied with for the purpose of section 374— (a) that the terms of the agreement have been approved by an ordinary resoluti…
(1) Within fourteen days after a company passes a resolution with respect tothe transfer of a non-cash asset, the company shall lodge with the Registrar for registration a copy of the resolution, toge…
Sections 373 to 377 apply with the following modifications in relation to a company whose conversion into a public company has been registered by the Registrar— (a) the reference in section 373(1)(a)…
(1) If a public company enters into an agreement in contravention of section373 and either— (a) the other party to the agreement has not received the valuer's report required to be sent to that party;…
(1) If a person becomes a holder of shares in respect of which— (a) section 368 has been contravened; and (b) because of that contravention another person is liable to pay an amount under the provisio…
(1) A person who— (a) is liable to a company under a provision of this Division make a payment for shares in the company; or (b) is liable to a company because of an undertaking given to it in; or in…
If a company contravenes section 368 or 373, 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 th…
(1) An undertaking given by any person, in or in connection with payment forshares in a company, to do work or perform services or to do any other thing, if it is enforceable by the company apart from…
(1) For the purposes of this Division the “appropriate rate” of interest is—(a) five percent per year; or (b) if some other rate is specified by order made under subsection (2), that other rate. (2) T…
In this Division— “arrangement” includes any agreement or scheme, and in particular includes an arrangement approved in accordance with— (a) Part XXXIV; or (b) any provision of laws relating to insolv…
(1) If a company issues shares at a premium (whether for cash or otherwise),the company shall— (a) if it has not already done so, establish an account to be called the share premium account; and (b) t…
(1) This section applies if an issuing company that is a wholly-owned subsidiary of a holding company allots shares— (a) to the holding company; or (b) to another wholly-owned subsidiary of the holdin…
(1) This section applies if an issuing company acquires at least a ninety percent equity holding in another company under an arrangement providing for the allotment of equity shares in the issuing com…
(1) This section applies for the purpose of determining whether a company has, for the purposes of section 388, acquired at least a ninety percent equity holding in another company under an arrangemen…
The regulations may prescribe provisions for either or both of the following— (a) for relieving companies from the requirements of section 386 in relation to premiums other than cash premiums; (b) for…
If an amount that corresponds to the amount representing the premiums, or part of the premiums, on shares issued by a company that, as a result of relief (if any) under this Division, is not included…
(1) For the purposes of this Act, shares are of one class if the rights attachedto them are in all respects uniform. (2) For purposes of subsection (1), the rights attached to shares are not to be reg…
(1) This section is concerned with the variation of the rights attached to a class of shares in a company having a share capital. (2) Rights attached to a class of a company’s shares may be varied onl…
(1) This section is concerned with the variation of the rights of a class of members of a company that does not have a share capital. (2) Rights of a class of members may be varied only— (a) in accord…
Neither section 393 nor section 394 affects the powers of the Court under section 78, Part XXIX or XXXIV.
(1) This section applies if the rights attached to any class of shares in a company are varied under section 393. (2) The holders of not less in the aggregate than fifteen percent of the issued shares…
(1) This section applies if the rights of any class of members of a company are varied under section 394. (2) Members comprising not less than fifteen percent of the members of the relevant class (bei…
(1) Within fourteen days after the making of an order by the Court on anapplication under section 396 or 397, the company concerned shall lodge a copy of the order with the Registrar for registration.…
(1) If a company assigns a name or other designation, or a new name or otherdesignation, to any class or description of its shares, it shall, within fourteen days after doing so, lodge with the Regist…
(1) If the rights attached to shares of a company are varied, the company shall,within fourteen days after the date on which the variation is made, lodge with the Registrar for registration a notice g…
(1) If a company not having a share capital creates a new class of members,the company shall, within fourteen days after the date on which the new class is created, lodge with the Registrar for regist…
(1) If a company not having a share capital assigns a name or other designation, or a new name or other designation, to any class of its members, it shall, within fourteen days after doing so, lodge w…
(1) If the rights of any class of members of a company not having a sharecapital are varied, the company shall, within fourteen days after the date on which the variation is made, lodge with the Regis…
(1) A limited company having a share capital may alter its share capital only—(a) by increasing its share capital by allotting new shares; or (b) reducing its share capital in accordance with this Par…
(1) A limited company having a share capital may— (a) subdivide its shares, or any of them, into shares of a smaller nominal amount than its existing shares; or (b) consolidate and divide all or any o…
(1) Within one month after subdividing, consolidating or dividing its shares, a company shall lodge with the Registrar for registration a notice specifying the shares that are affected, and accompanie…
(1) A limited company that has a share capital may reduce its share capital byspecial resolution. (2) A special resolution under subsection (1) takes effect as provided by section411(3). (3) A company…
(1) As soon as practicable a company has passed a resolution for reducing itsshare capital, it shall apply to the Court for an order confirming the reduction. (2) If the proposed reduction of capital…
(1) When this section applies, each creditor of the company who, at the date fixed by the Court, is entitled to a debt or claim that, if that date were the commencement of the liquidation of the compa…
(1) The Court may make an order confirming the reduction of capital on such terms and conditions as it considers appropriate. (2) The Court may not confirm the reduction unless it is satisfied, in rel…
(1) On production of an order of the Court confirming the reduction of a company’s share capital and the lodgement of a copy of the order and of a statement of capital approved by the Court, the Regis…
(1) If a company’s share capital is reduced, a member of the company (past orpresent) is not liable in respect of any share to any call or contribution exceeding the amount of difference (if any) betw…
(1) This section applies to a creditor who, in the case of a reduction of capital confirmed by the Court, was entitled to object to the reduction of share capital but who, as a result of being unaware…
An officer of a company who— (a) intentionally or recklessly— (i) conceals the name of a creditor entitled to object to the reduction of capital; or (ii) misrepresents the nature or amount of the debt…
A person is not precluded from seeking or obtaining damages or other compensation from a company only because the person— (a) is holding or has held shares in the company; (b) has a right to apply or…
(1) If the net assets of a public company are half or less of its called-up Share capital, the directors shall convene a general meeting of the company to consider how to deal with the situation. (2)…
(1) If the Court makes an order confirming a reduction of a public company’scapital that has the effect of bringing the nominal value of its allotted share capital below the authorised minimum, the Re…
(1) The Court may authorise a public company to be converted into a private company without its having passed the special resolution required by section 77. (2) If the Court does so, it shall specify…
(1) A resolution for reducing share capital of a private company limited byshares is supported by a solvency statement if— (a) the directors of the company make a statement of the solvency of the comp…
(1) A solvency statement is a statement that each of the directors— (a) has formed the opinion, as regards the company's situation at the date of the statement, that no ground exists on which the comp…
(1) Within fourteen days after the resolution for reducing share capital is passed the company shall lodge with the Registrar for registration a statement of capital that complies with subsection (3).…
The regulations may make further provision for the implementation of this Part.
