Section 923 of The Companies Act No. 17 of 2015: Court may order meeting of company’s creditors or members to be held

(1) When the Court has ordered a meeting to be convened under section 923,the company concerned shall ensure that— (a) each notice convening the meeting that is sent to a creditor or member includes...

(1) Each director of the company, and each trustee for its debenture holders,shall give notice to the company of such matters relating to the director or trustee as may be necessary for purposes of...

(1) If a majority in number representing seventy–five percent in value of—(a) the creditors or class of creditors; or (b) the members or class of members, present and voting either in person or by...

(1) In this section— property" includes property, rights and powers of every description; “liabilities" includes duties; “transferee company" means a company to which the whole or a part of the...

(1) Within seven days after the Court has made an order under section 927,each company affected by the order shall lodge a copy of it with the Registrar for registration. (2) If one of the companies...

(1) This section applies— (a) to any order under section 926; and (b) to any order under section 927 that alters the company’s constitution. (2) If an order to which this section applies...

(1) In this Part— “companies involved in the division", in relation to a division, means the transferor company and any existing transferee companies; “division" means a scheme of the kind...

(1) The Part applies when— (a) a compromise or arrangement is proposed between a public company and— (i) its creditors or a specified class of them; or (ii) its members or a specified class of...

(1) The Court may sanction the compromise or arrangement under Part XXXIVonly if the relevant requirements of this Part have been complied with. (2) The requirements applicable to mergers are...

(1) A scheme involves a merger if under the scheme— (a) the undertaking, property and liabilities of one or more public companies (including the company in respect of which the compromise or...

(1) The directors of the merging companies shall prepare and adopt a draft of the proposed terms of the scheme. (2) Those directors shall ensure that the draft terms contain particulars of at least...

(1) The directors of each of the merging companies shall lodge with the Registrar for registration a copy of the draft terms. (2) As soon as practicable after the copy of the draft terms is lodged...

(1) A scheme has no effect unless it is approved by a majority in number, representing seventy-five percent in value, of each class of members of each of the merging companies, present and voting...

(1) The directors of each of the merging companies shall prepare and adopt a report that complies with subsection (2). (2) A report complies with this subsection if it includes— (a) the statement...

(1) The directors of the merging companies may jointly appoint an expert on behalf of those companies to prepare a written report on the draft terms for presentation to the members of each of those...

(1) If the last annual financial statements of any of the merging companies relate to a financial year ending more than seven months before the first meeting of the company convened for the purposes...

(1) The members of each of the merging companies are, during the relevant period entitled— (a) to inspect at the registered office of that company copies of the merger documents relating to that...

A merger by formation of a new company does not take effect unless the articles of the transferee company, or a draft of them, are approved— by an ordinary resolution of the transferor company;...

(1) This section applies to securities of the transferor company (other than shares) to which special rights are attached. (2) If a person holds securities to which this section applies otherwise...

A scheme is invalid to the extent that it provides for shares in the transferee company to be allotted to a transferor company (or its nominee) in respect of shares in the transferor company held by...

(1) This section applies to a merger by absorption if all of the relevant securities of the transferor company, or if there is more than one transferor company, of each of them, are held by or on...

(1) This section applies to a merger by absorption if ninety percent or more (but not all) of the relevant securities of the transferor company, or, if there is more than one transferor company, of...

(1) This section applies to a merger by absorption if all of the relevant securities of— (a) the transferor company; or (b) if there is more than one transferor company—of each of them, are held by...

(1) In the case of a merger by absorption, the scheme need not be approved by the members of the transferee company if the Court, on the application of the transferee company or of any of its members,...

A scheme involves a division if, under the scheme, the undertaking, property and liabilities of the company in respect of which a compromise or arrangement is proposed are to be divided among, and...

(1) The directors of each company involved in a division shall prepare and adopt a draft of the proposed terms of the scheme. (2) The directors shall include in the draft terms particulars of at...

(1) The directors of each company involved in the division shall lodge a copyof the draft terms with the Registrar for registration. (2) As soon as practicable after receiving from the company a copy...

(1) The compromise or arrangement is not effective unless it is approved by a majority in number, representing seventy-five percent in value, of each class of members of each of the companies involved...

(1) The directors of the transferor company and each existing transferee company shall prepare and adopt a report that complies with subsection (2). (2) A report complies with this subsection if it...

(1) The companies involved in a division may jointly appoint an expert to prepare on behalf of those companies a single written report on the draft terms for presentation to the members of each of...

(1) If the last annual financial statement of a company involved in the division relate to a financial year ending more than seven months before the first meeting of the company convened for the...

(1) The members of each company involved in the division are, during the relevant period, entitled— (a) to inspect at the registered office of that company copies of the relevant documents relating...

(1) The directors of the transferor company shall report— (a) to every meeting of the members, or a specified class of members, of that company convened for the purpose of agreeing to the scheme;...

The articles of a new transferee company do not have effect unless they, or a draft of them, have been approved by an ordinary resolution of the transferor company.

(1) This section applies to securities of the transferor company (other than shares) to which special rights are attached. (2) If a person holds securities to which this section applies otherwise...

A scheme is void to the extent that it provides for shares in a transferee company to be allotted to the transferor company (or its nominee) in respect of shares in the transferor company held by it...

(1) This section applies to a division in respect of which all of the shares or other securities of the transferor company conferring the right to vote at general meetings of the company are held by...

(1) In the case of a division, the scheme does not need to be approved by the members of a transferee company if the Court, on the application of the company or any of its members, makes an order...

(1) If all members holding shares in, and all persons holding other securities of,the companies involved in the division (being shares or securities that confer a right to vote in general meetings of...

(1) In the case of a division, the Court may, by order, direct that— (a) in relation to any company involved in the division, the requirements of sections 950 and 955 do not apply; and (b) in...

(1) If it appears to an expert that— (a) a valuation is reasonably necessary to enable the expert’s report to be prepared; and (b) that it is reasonable for such a valuation, or part of it, to be...

(1) A person satisfies the independence requirement for the purposes of section938, 953 or 964 only if— (a) the person is not— (i) an officer or employee of any of the companies involved in the...

(1) The Court may order a meeting of— (a) the members of an existing transferee company, or a specified class of them; or (b) the creditors of an existing transferee company, or a specified class of...

(1) If the Court sanctions the compromise or arrangement, it shall—(a) in the order sanctioning the compromise or arrangement; or (b) in a subsequent order made under section 927, fix a date on which...

(1) In the case of a division, each transferee company is jointly and severally liable for any liability transferred to any other transferee company under the scheme to the extent that the other...

In this Part— “officer", in relation to a registered foreign company, includes a local representative of the company; “prescribed” means prescribed by the foreign companies regulations; “registered...

(1) A foreign company shall not carry on business in Kenya unless— (a) it is registered under this Part; or (b) it has applied to be so registered and the application has not been dealt with within...

(1) Subject to this Part, a foreign company that wishes to be registered as a foreign company shall lodge with the Registrar an application that is in accordance with this Division. (2) The Registrar...

(1) In its application under section 975, a foreign company shall include particulars of the name under which it seeks to carry on business in Kenya. (2) The name of such a company can be— (a) the...

(1) A foreign company that wishes to be registered under this Part may, at any time, lodge with the Registrar for registration a statement specifying a name, other than its corporate name, under which...