Section 938 of The Companies Act No. 17 of 2015: Merging companies to arrange for preparation of experts’ reports

(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...

(1) On registering a change in a registered foreign company’s name, theRegistrar shall issue to the company a certificate, under the Registrar’s common seal and in the prescribed form, certifying the...

(1) The Registrar may not register a foreign company under this Part unless the company has at least one local representative in relation to whom the foreign company has complied with the prescribed...

(1) Within one month after a registered foreign company has appointed a person as a local representative of the company in Kenya, the company shall lodge with the Registrar for registration a notice...

(1) A local representative of a registered foreign company— (a) is answerable for the doing of all acts, matters and things that the company is required by or under this Act to do; and (b) is...

(1) A registered foreign company shall not carry on business at a place in Kenya unless the company has lodged with the Registrar for registration a notice containing the prescribed particulars of...

(1) A registered foreign company shall establish and maintain a registered office in Kenya to which all communications and notices may be addressed. (2) The company shall ensure— (a) that its...

(1) A registered foreign company shall paint or affix and keep painted or affixed, in a conspicuous position and in letters easily legible, on the outside of every office and place (including its...

(1) A registered foreign company shall— (a) state its name and other specified information in prescribed classes of documents and communications relating to its business in Kenya; and (b) provide...

(1) A registered foreign company shall, within one month after a change occurs in— (a) its constitution or any other document lodged in relation to the company; (b) its directors; (c) the powers of...

(1) Subject to this section, a registered foreign company shall, at least once in every calendar year and at intervals of not more than fifteen months, lodge a copy of its financial statement made up...

(1) The foreign companies regulations may provide for the registration ofspecified charges over property in Kenya of a registered foreign company. (2) Those regulations may provide for— (a) the...

(1) A registered foreign company shall, as and when required to do so by theRegistrar, provide the Registrar with such returns, containing such information, relating to the company as the Registrar...

If a provision of this Part, or of the foreign companies regulations, requires a registered foreign company to register particulars of a natural person’s usual residential address, the provision is...

(1) Within one month after a registered foreign company has ceased to carryon business in Kenya, each person who, on the day when the company’s business in Kenya ceased, was a local representative of...

(1) On forming a reasonable belief that a registered foreign company— (a) is not carrying on business in Kenya (otherwise than as a result of a notice lodged under section 991); or (b) is carrying...