Section 491 of Insolvency Act CAP 53: 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 (b) if it considers appropriate, for the purpose of ascertaining those wishes—
(i) direct meetings of the creditors or contributories to be convened, held and conducted in such manner as the Court directs; and
(ii) appoint a person to act as Chairperson of any such meeting and report the result of it to the Court.
(2) In the case of creditors, the Court shall take into account the value of each creditor's debt.
(3) In the case of contributories, the Court shall take into account the number of votes conferred on each contributory.
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- 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...
- Section 519 - Provisions of this Part to be cumulative
(1) The provisions of this Part with respect to unregistered companies are in addition to those of Part VI with respect to the liquidation of companies by the Court.
(2) The Court or liquidator may...
- Section 520 - Interpretation: Part VIII
In this Part—
"administrator", in relation to a company, means a person appointed under this Part to manage the company's affairs and property, and, if the context requires, includes a former...
- Section 521 - What is administration?
For the purposes of this Act—
(a) a company is "under administration" while the appointment of an administrator of the company continues to have effect;
(b) a company "enters administration" when...
- Section 522 - The objectives of administration
(1) The objectives of the administration of a company are the following—
(a) to maintain the company as a going concern;
(b) to achieve a better outcome for the company's creditors as a whole than...
- Section 523 - Who can appoint an administrator?
A person may be appointed as administrator of a company—
(a) by administration order of the Court in accordance with Division 3;
(b) by the holder of a floating charge under section 534; or (c) by...
- Section 524 - Duty of administrator
The administrator of a company shall perform the administrator's functions as quickly and efficiently as is reasonably practicable.
- Section 525 - Status of administrator
An administrator is an officer of the Court, whether or appointed by the Court or not.
- Section 526 - Qualification for appointment of administrators
A person may be appointed as administrator of a company only if the person is an authorised insolvency practitioner.
- Section 527 - Administrator not to be appointed if company is already under administration
(1) Except as provided by subsection (2), a person may not be appointed as administrator of a company that is already under administration.
(2) Subsection (1) is subject to sections 606 to 613 and...
- Section 528 - Administrator not to be appointed if company is in liquidation
(1) A person may not be appointed as administrator of a company that is in liquidation because of— (a) a resolution for voluntary liquidation; or (b) a liquidation order.
(2) Subsection (1)(a) is...
- Section 529 - Administrator not to be appointed in respect of banking, finance and insurance companies
(1) A person may not be appointed under this Part as administrator of—
(a) a company that is a bank; or
(b) a company that enters into contracts of insurance or carries on insurance...
- Section 530 - What is an administration order?
An administration order is an order appointing a person as the administrator of a company and providing for the administration of the company by that person.
- Section 531 - Conditions for making administration orders
The Court may make an administration order in relation to a company only if satisfied—
(a) that the company is or is likely to become unable to pay its debts; and
(b) that the administration order...
- Section 532 - Who may make an application to the Court to for an administration order in respect of company
(1) An application to the Court for an administration order in respect of a company may be made only by the following persons—
(a) the company;
(b) the directors of the company;
(c) one or more...
- Section 533 - Powers of the Court on hearing application for administration order
(1) On hearing an application for an administration order in respect of a company, the Court may—
(a) make the administration order sought;
(b) dismiss the application;
(c) adjourn the hearing...
- Section 534 - Holder of floating charge may appoint administrator
(1) The holder of a qualifying floating charge in respect of a company's property may appoint an administrator of the company.
(2) For the purposes of subsection (1), a floating charge is a...
- Section 535 - Restrictions on the power of holder of floating charge to appoint administrator
(1) A person may not appoint an administrator under section 534 unless the person has given at least three days' notice to the holder of any prior floating charge that satisfies subsection (2) of that...
- Section 536 - Administrator not to be appointed if relevant floating charge is not enforceable
A person may not be appointed as administrator under section 534 if the floating charge on which the appointment depends is unenforceable.
- Section 537 - Holder of relevant floating charge to notify the Court on appointing administrator
(1) A person who appoints an administrator of a company under section 534 shall lodge with the Court
—
(a) a notice of appointment that complies with subsections (2); and
(b) such other documents...
- Section 538 - When administrator's appointment takes effect
The appointment of an administrator under section 534 takes effect when the requirements of section 537 are satisfied.
- Section 539 - Duty of holder of relevant floating charge to notify appointment to administrator and other persons
(1) As soon as is reasonably practicable after the requirements of section 537 are satisfied, the person who appointed the administrator under section 534 shall notify the administrator, and such...
- Section 540 - Power of the Court to order person invalidly appointed to be indemnified against liability
(1) If—
(a) a person purports to appoint an administrator under section 534; and
(b) the appointment is discovered to be invalid, any person who appears to the Court to have a legitimate interest in...
- Section 541 - Administrator may be appointed by company or by its directors
(1) A company may appoint an administrator.
(2) The directors of a company may appoint an administrator.