Section 468 of Insolvency Act CAP 53: Liquidator may be removed only by the Court or by general meeting of creditors in the case of company being liquidated by the Court
(1) This section applies with respect to the removal from office and vacation of office of—
(a) the liquidator of a company that being liquidated by the Court; or (b) a provisional liquidator.
(2) A liquidator may be removed from office only—
(a) by an order of the Court; or
(b) by a general meeting of the company's creditors convened specially for that purpose.
(3) A provisional liquidator may be removed from office only by an order of the Court.
(4) If—
(a) the Official Receiver is liquidator otherwise than as successor in accordance with section 438(3) to a person who held office as a result of a nomination by a meeting of the company's creditors or contributories; or (b) the liquidator—
(i) was appointed by the Court otherwise than under section 440(3) or 441(1); or
(ii) was appointed by the Cabinet Secretary, a general meeting of the company's creditors is to be convened for the purpose of replacing the liquidator in the circumstances specified in subsection (5).
(5) The circumstances referred to in subsection (4) are that—
(a) the liquidator considers it appropriate to convene a meeting of creditors;
(b) the Court directs such a meeting to be held; or
(c) the meeting is requested by creditors holding not less than one-quarter in value of the total amount of the company's debts.
(6) A liquidator or provisional liquidator (not being the Official Receiver) automatically vacates office on ceasing to be the holder of an authorisation to act as an insolvency practitioner.
(7) A liquidator may resign office by giving notice of the resignation to the Court.
(8) If a final meeting has been held in accordance with section 446, the liquidator whose report was considered at the meeting vacates office immediately after giving notice to the Court that the meeting has been held and of the decisions (if any) of the meeting.
(9) Within seven days after giving notice to the Court in accordance with subsection (8), the former liquidator shall lodge a copy of the notice with the Registrar for registration.
(10) A former liquidator who, without reasonable excuse, fails to comply with subsection (9) commits an offence and on conviction is liable to a fine not exceeding two hundred thousand shillings.
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- Section 469 - Release of liquidator in the case of company liquidated voluntarily
(1) This section applies with respect to the release of the liquidator of a company that is in voluntary liquidation.
(2) A person who has ceased to be a liquidator is entitled to be released from...
- Section 470 - Release of liquidator in the case of company liquidated by the Court
(1) This section applies with respect to the release of the liquidator of a company that is in liquidation by the Court, or of a provisional liquidator.
(2) On ceasing to be liquidator and being...
- Section 471 - Preferential debts (general provision)
(1) The liquidator of a company that is in liquidation shall distribute the assets of the company available for the payment of creditors in accordance with the Second Schedule.
(2) Subsection (1) is...
- Section 472 - Preferential charge on property of company distrained within three months before making of liquidation order
(1) This section applies to a company that is being liquidated by the Court.
(2) If a person (whether or not a landlord or person entitled to rent) has distrained on the property of the company...
- Section 473 - Expenses of liquidation to have priority over claims under floating charge
(1) The expenses of liquidating a company, so far as the assets of the company available for payment of general creditors are insufficient to meet those expenses, have priority over any claims to...
- Section 474 - Share of assets to be made available for unsecured creditors where floating charge relates to company's property
(1) This section applies to a company in respect of which a floating charge relates to its property—
(a) if the company is in liquidation or under administration; or (b) if a provisional liquidator...
- Section 475 - Power of the Court to appoint special manager of company's business or property when company is in liquidation or provisional liquidator appointed
(1) If a company is in liquidation or a provisional liquidator is appointed in respect of the company, the Court may, on an application made under subsection (2), appoint a person to be the special...
- Section 476 - Power of liquidator to disclaim onerous property
(1) The liquidator may, by the giving such notice as is prescribed by the insolvency regulations, disclaim any onerous property and may do so even if the liquidator has taken control of it, tries to...
- Section 477 - Special provisions relating to disclaimer of leaseholds
(1) The disclaimer under section 476 of any property comprising a leasehold interest does not take effect unless a copy of the disclaimer has been served on every person claiming under the company as...
- Section 478 - Effect of disclaimer in relation to land subject to rentcharge
(1) If, as a result of the disclaimer under section 476 of land subject to a rentcharge, the land vests by operation of law in a person, the person is not subject to any liability in respect of...
- Section 479 - General powers of the Court in respect of disclaimed property
(1) This section and section 480 apply to property that the liquidator has disclaimed in accordance with section 476.
(2) An application to the Court for an order under subsection (3) may be made...
- Section 480 - Powers of the Court in respect of leaseholds held by company in liquidation
(1) The Court may not make an order under section 479 vesting a leasehold interest in a person claiming under the company as underlessee or mortgagee except on terms making the person—
(a) subject to...
- Section 481 - Creditor not entitled to retain benefit of execution or attachment against liquidator unless creditor completes execution or attachment before commencement of liquidation
(1) If—
(a) a creditor—
(i) has issued execution against the goods or land of a company; or
(ii) has attached any debt due to it; and
(b) the company is subsequently liquidated, the creditor is...
- Section 482 - Duties of judicial enforcement officers charged with execution of writs and other processes involving companies in liquidation
(1) This section applies if—
(a) a company's goods are taken in execution; and
(b) before their sale or the completion of the execution (whether by the receipt or recovery of the full amount of the...
- Section 483 - Power of the Court to rescind contracts entered into by company in liquidation
(1) A person who is, as against the liquidator, entitled to the benefit or subject to the burden of a contract made with the company, may make an application for an order under subsection (2).
(2) On...
- Section 484 - Power of liquidator to transfer assets of company to its employees
(1) On the liquidation of a company (whether by the Court or voluntarily), the liquidator may, in accordance with this section, make any payment that the company has, before the commencement of the...
- Section 485 - Company in liquidation required to state that it is in liquidation in all invoices, letters and other communications
(1) A company that is in liquidation shall ensure that the following documents state that the company is in liquidation:
(a) every invoice, order for goods or services, business letter or order form...
- Section 486 - Interest on debts to be paid if surplus permits
(1) In a company liquidation, interest is payable in accordance with this section on any debt proved in the liquidation, including so much of any such debt as represents interest on the...
- Section 487 - Certain documents relating to company in liquidation to be exempt from stamp duty
(1) If a company is in liquidation, the following documents are exempt from stamp duty—
(a) every transfer relating solely to freehold or leasehold property, or to any interest in, any real or...
- Section 488 - Records of company in liquidation to be evidence
When a company is in liquidation, all records of the company and of the liquidator are (as between the contributories of the company) evidence of the truth of all matters purporting to be recorded in...
- Section 489 - Liquidator to lodge periodic statements with Registrar of Companies with respect to current position of liquidation
(1) If the liquidation of a company is not completed within twelve months after its commencement, the liquidator shall, at such intervals as are prescribed by the insolvency regulations and until the...
- Section 490 - Effect of resolutions passed at adjourned meetings of company's creditors and contributories
If a resolution is passed at an adjourned meeting of a company's creditors or contributories, the resolution is for all purposes taken to have been passed on the date on which it was in fact passed,...
- Section 491 - Court may order meetings to be held to ascertain wishes of creditors or contributories
(1) The Court may—
(a) as to all matters relating to the liquidation of a company, have regard to the wishes of the creditors or contributories (as proved to it by any sufficient evidence); and...
- Section 492 - Judicial notice to be taken of documents of the Court
In all proceedings under this Part, all courts and tribunals, all judges and persons acting judicially, and all officers of a court or tribunal, or employed in enforcing the process of a court or...
- Section 493 - Affidavits required to be sworn for purposes of this Part
(1) An affidavit required to be sworn under or for the purposes of this Part may be sworn in Kenya—
(a) before any court, tribunal, judge or person lawfully authorised to take and receive affidavits;...
- Section 494 - Dissolution (voluntary liquidation)
(1) This section applies to a company in voluntary liquidation if the liquidator has sent to the Registrar the liquidator's final account and return in accordance with section 402 or 414.
(2) As soon...
- Section 495 - Early dissolution of company
(1) This section applies when an order for the liquidation of a company has been made by the Court and the Official Receiver is the liquidator of the company.
(2) On being satisfied—
(a) that the...
- Section 496 - Consequence of notice given under section 495(3)
(1) If a notice has been given in accordance with section 495(3), the Official Receiver or any creditor or contributory of the company may apply to the Court for directions under this...
- Section 497 - Dissolution otherwise than under sections 494 - 496
(1) This section applies to a notice that is—
(a) served for the purposes of section 468(9); or
(b) from the Official Receiver that the liquidation of a company by the Court is complete.
(2) As...
- Section 498 - Offence involving commission of fraudulent acts in anticipation of liquidation
(1) This section applies in relation to a company—
(a) in respect of which the Court has made a liquidation order; or
(b) that has passed a resolution for the voluntary liquidation of the...
- Section 499 - Offence involving misconduct committed in course of liquidation of company
(1) This section applies in relation to a company—
(a) in respect of which the Court has made a liquidation order; or
(b) that has passed a resolution for the voluntary liquidation of the...
- Section 500 - Offences involving transactions to defraud creditors of company in liquidation
(1) This section applies in relation to a company that is in liquidation, whether voluntary or by the Court.
(2) An officer or former officer of the company commits an offence if the officer or...
- Section 501 - Offence to falsify documents in relation to company in liquidation
(1) This section applies in relation to a company that is in liquidation, whether voluntary or by the Court.
(2) An officer or contributory of the company commits an offence if, during the...
- Section 502 - Offence to make material omission from statement relating to financial position of company in liquidation
(1) This section applies to a company that is in liquidation, whether voluntary or by the Court.
(2) An officer or former officer of the company commits an offence if, during the liquidation, the...
- Section 503 - Offence to make false representations to creditors of company in liquidation
(1) This section applies to a company that is in liquidation, whether voluntary or by the Court.
(2) An officer or former officer of the company commits an offence if—
(a) the officer or former...
- Section 504 - Power of the Court to make orders against delinquent directors, liquidators, etc.
(1) This section applies to the following persons—
(a) an officer or former officer of a company that is in liquidation (whether by the Court or voluntarily);
(b) a person who is or has acted as the...
- Section 505 - Power of the Court to make orders against officers of company and others found to have participated in fraudulent trading by company in liquidation
(1) A liquidator of a company may make an application to the Court to make an order under subsection
(2) if—
(a) in the course of the liquidation of the company, the liquidator forms the view that a...
- Section 506 - Power of the Court to make orders against officers of company engaging in wrongful trading
(1) This section applies—
(a) to a company that is in insolvent liquidation; and
(b) to a person who, at a time before the commencement of the liquidation, was an officer of the company.
(2) For...
- Section 507 - Supplementary provisions relating to proceedings under sections 505 and 506
(1) On the hearing of an application under section 505 or 506, the liquidator may personally give evidence or call witnesses.
(2) If the Court makes an order under section 505 or 506, it may make...
- Section 508 - Director of company in insolvent liquidation prohibited from being director of, or being involved with, any other company that is known by a prohibited name
(1) This section applies to a person if—
(a) a company is in insolvent liquidation on or after the commencement of this section; and
(b) the person was a director of the company at any time during...
- Section 509 - Circumstances in which persons are personally liable for debts of company
(1) A person is personally responsible for all the relevant debts of a company if at any time—
(a) the person is involved in the management of the company in contravention of section 508;...
- Section 510 - Prosecution of delinquent officers and members of company in liquidation
(1) If, in the course of liquidating a company, the Court concludes that a person who was at the relevant time a past or present officer, or a member, of the company may have committed an offence in...
- Section 511 - Obligations arising under section 510
(1) For the purpose of an investigation by the Attorney-General under 510(4), a person has the same obligation to produce documents or give information, or otherwise assist the Attorney-General, as...
- Section 512 - Meaning of "unregistered company" for purposes of this Part
For the purposes of this Part, "unregistered company" includes any association and any company, other than a company registered under the Companies Act (Cap. 486).
- Section 513 - Liquidation of unregistered companies
(1) Subject to the provisions of this Part—
(a) any unregistered company may be liquidated under Pat VI; and
(b) the provisions of that Part relating to liquidation apply to an unregistered...
- Section 514 - Circumstances in which unregistered company can be liquidated
(1) The circumstances in which an unregistered company can be liquidated are as follows—
(a) if the company is dissolved, or has ceased to carry on business, or is carrying on business only for the...
- Section 515 - Company incorporated outside Kenya may be liquidated though dissolved
(1) If a company incorporated outside Kenya that has been carrying oh business in Kenya ceases to carry on business there, it can be liquidated as an unregistered company under this...
- Section 516 - Contributories in liquidation of unregistered company
(1) If an unregistered company is in liquidation, each person is a contributory who is liable—
(a) to pay or contribute to the payment of any debt or liability of the company;
(b) to pay or...
- Section 517 - Power of the Court to stay or restrain proceedings
The provisions of this Part with respect to staying or restraining legal proceedings against a company after the making of an application for liquidation and before the making of a liquidation order...
- Section 518 - Actions stayed on liquidation order
If an order has been made for liquidating an unregistered company, no legal proceedings may be begun or continued against a contributory of the company in respect of any debt of the company, except by...