Offences by a body corporate and limitation of liability

(1) Where any offence under this Act has been committed by a body corporate—
(a) the body corporate is liable, on conviction, to a fine not exceeding fifty million shillings; and
(b) every person who at the time of the commission of the offence was a principal officer of the body corporate, or anyone acting in a similar capacity, is also deemed to have committed the offence, unless they prove the offence was committed without their consent or knowledge and that they exercised such diligence to prevent the commission of the offence as they ought to have exercised having regard to the nature of their functions and to prevailing circumstances, and is liable, on conviction, to a fine not exceeding five million shillings or imprisonment for a term not exceeding three years, or to both.
(2) If the affairs of the body corporate are managed by its members, subsection(1)(b) applies in relation to the acts or defaults of a member in connection with their management functions, as if the member was a principal officer of the body corporate or was acting in a similar capacity.