The Companies Act No. 17 of 2015Section 403 of The Companies Act No. 17 of 2015: Notice of particulars of variation of class rights
(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 Registrar for registration a notice containing particulars of the variation.
(2) If a company fails to comply with subsection (1), the company, and eachofficer 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.
(3) If, after a company or any of its officers is convicted of an offence under subsection (2), the company continues to fail to lodge the requisite notice, 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.
Check the current authoritative text and amendment history before relying on this provision.
(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.
(1) In this Part— "distributable profits", in relation to the giving of any financial assistance— (a) means those profits out of which the company could lawfully make a distribution equal in value to…
(1) A limited company shall not acquire its own shares, whether by purchase, subscription or otherwise, except in accordance with this Part. (2) Subsection (1) does not prevent a limited company from…
(1) This section applies to shares in a limited company that— (a) are taken by a subscriber to the memorandum as nominee of the company; (b) are issued to a nominee of the company; or (c) are acquired…
(1) This section applies to shares in a limited company that— (a) are taken by a subscriber to the memorandum as a nominee of the company; (b) are issued to a nominee of the company; or (c) are acquir…
(1) This section applies to a public company if— (a) shares of the company are forfeited, or are surrendered to the company instead of forfeiture, as provided by the company's articles for a failure t…
(1) Within one month after cancelling shares in order to comply with section427, a company shall lodge with the Registrar for registration a notice giving details to the cancelled shares. (2) The comp…
(1) If a public company is obliged to convert itself into a private company in orderto comply with section 427, the directors may resolve that the company should be so converted. (2) Such a resolution…
(1) The Registrar shall register the conversion of a company into a private limited company if satisfied that the application for registration complies with the requirements of section 429. (2) If the…
(1) If a public company that is required by section 427 to apply to the Registrarfor the registration of the conversion of the company into a private company fails to do so before the deadline specifi…
(1) If a company that is required to do so by section 427— (a) fails to cancel specified shares; or (b) fails to make an application for the registration of the conversion of the company into a privat…
(1) This section applies to a private company that is registered as a public company— after shares in the company have been forfeited in accordance with the company's articles or have been surrendered…
(1) If— (a) a public company, or a nominee of a public company, acquires shares in the company; and (b) those shares are shown in a balance sheet of the company as an asset, the company shall transfer…
(1) A lien or other charge of a public company on its own shares(whether taken expressly or otherwise) is void, except as permitted by this section.( 2) In the case of any description of company, a ch…
In determining for the purposes of this Part whether a company has a beneficial interest in shares, the interests referred to in sections 437, 438 and 439 are to be disregarded.
(1) When the shares are held in trust for the purposes of a pension scheme or an employees’ share scheme, any residual interest of the company that has not vested in possession is to be disregarded. (…
(1) If the relevant shares are held on trust for the purposes of a pension scheme, the following are to be disregarded— (a) a charge or lien on, or set-off against, any benefit or other right or inter…
(1) If the company is an executor, administrator or trustee, rights that thecompany has in that capacity are to be disregarded. (2) Those rights include— (a) a right of the company to recover its expe…
(1) In this Division, “financial assistance” means—(a) financial assistance given in the form of a gift; (b) financial assistance given— (i) in the form of a guarantee, security or indemnity other tha…
(1) If a person is acquiring or proposing to acquire shares in a public company, neither the company nor any other company that is a subsidiary of the company may give financial assistance (directly o…
(1) If a person is acquiring or proposing to acquire shares in a private company, a public company that is a subsidiary of that company shall not give financial assistance (directly or indirectly) for…
(1) If a company contravenes section 442(1) or (3) or 443 (1) or (3), thecompany, and each officer of the company who is in default, commit an offence. (2) A company that is found guilty of an offence…
Sections 442 and 443 do not prohibit any of the following transactions— (a) a distribution of a company’s assets in the form of—(i) a dividend lawfully made; or (ii) a distribution in the course of a…
(1) This section applies to the following transactions— (a) if the lending of money is part of the ordinary business of the company —the lending of money in the ordinary course of the company’s busine…
(1) A limited company having a share capital may purchase its own shares (including any redeemable shares), subject to— (a) the following provisions of this Division; and (b) any restriction or prohib…
(1) A limited company may not purchase its own shares unless they are fully paid. (2) A limited company that purchases its own shares shall pay for them on purchase. (3) A purchase in contravention of…
(1) A private limited company may purchase its own shares out of capital in accordance with Division 4. (2) Subject to subsection (1)— (a) a limited company may purchase its own shares only out of— (i…
(1) A limited company may purchase its own shares only— (a) by an off-market purchase, under a contract approved in advance in accordance with section 451; or (b) by a market purchase, approved in acc…
(1) A company may make an off–market purchase of its own shares under acontract but only if— (a) the terms of the contract have been approved by a special resolution of the company before the contract…
(1) This section applies to a resolution to confer, vary, revoke or renew an approval for the purposes of section 451. (2) If the resolution is proposed as a written resolution, a member who holds sha…
(1) This section applies to a resolution passed by a company to confer, vary, revoke or renew an approval to make a purchase under section 451. (2) The company shall ensure that a copy of the relevant…
(1) A company may agree to a variation of a contract approved under section451 only if the variation is approved in advance in accordance with this section. (2) The terms of the variation have effect…
