Act and Laws in Kenya

(1) If a public company fails to comply with a requirement of section 250 or 251,the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding two hundred thousand shillings. (2) If, after a company or any of its officers...

A provision requiring or authorising a thing to be done by or to a director and the secretary of a public company is not satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.

(1) A resolution of the members, or of a class of members of a private companymay be passed either— (a) as a written resolution; or (b) at a meeting of the members. (2) A resolution of the members or of a class of members of a public company may be passed only at a meeting of the members.

(1) A resolution is an ordinary resolution of the members (or of a class ofmembers) of a company if it is passed by a simple majority. (2) A written resolution is passed by a simple majority if it is passed by membersrepresenting a simple majority of the total voting rights of eligible...

(1) A resolution is a special resolution of the members (or of a class of members) of a company if it passed by a majority of not less than seventy-five percent. (2) A written resolution is passed by a majority of not less than seventy-five percent if it is passed by members representing not less...

(1) When a vote on a written resolution put to the members of a company is taken, then— (a) if the company has a share capital — each member has one vote for each share, or each one hundred shillings of stock, held by the member; and (b) if the company does not have a share capital — each member...

(1) If a member entitled to vote on a resolution has appointed one proxy only,and the company’s articles provide that the proxy has fewer votes in a vote on a resolution on a show of hands taken at a meeting than the member would have if the member were present in person— (a) the provision of the...

(1) If two or more persons hold a share jointly, only the vote of the senior holderwho votes and any proxies duly authorised by that holder are eligible for counting by the company. (2) For the purposes of this section, the senior holder of a share is determinedby the order in which the names of...

If a person who was not entitled to vote on a resolution of a company purports to vote on the resolution and the company's articles provide that objections to the entitlement of the person to vote are to be determined in accordance with a procedure specified in those articles, the person's vote is...

(1) For the purpose of this Division, a resolution is a written resolution of aprivate company if it is proposed and passed by the company in accordance with this Division. (2) The following may not be passed as a written resolution— (a) a resolution under section 139 removing a director from...

(1) In relation to a resolution proposed as a written resolution of a privatecompany, the eligible members are the members who would have been entitled to vote on the resolution on the circulation date of the resolution. (2) If the persons entitled to vote on a written resolution change during the...

A reference in this Part to the circulation date of a written resolution is to the date on which copies of the written resolution are sent or delivered to members or, if copies are sent or delivered to members on different days, to the first of those days.

(1) This section applies to a resolution proposed as a written resolution by the directors of the company. (2) The company shall send or deliver a copy of a written resolution of the directors of the company to every eligible member— (a) by sending copies at the same time, so far as it is...

(1) The members of a private company may require the company to circulate a resolution that may properly be moved and is proposed to be moved as a written resolution. (2) A resolution may properly be moved as a written resolution unless— (a) it would, if passed, be void (whether because of...

(1) A company that is required under section 266 to circulate a resolution shall, subject to section 268, or an application not to circulate a members' statement, send to every eligible member of the company— (a) a copy of the resolution; and (b) a copy of any accompanying statement. (2) The...

(1) The members who requested the circulation of the resolution shall meet the cost of circulating the resolution unless the company otherwise resolves. (2) Unless the company has previously so resolved, it is not bound to comply with section 267 unless there is deposited with or tendered to the...

(1) A company is not required to circulate a members’ statement under section268 if, on an application by the company or another person who claims to be dissatisfied, the Court is satisfied that the rights conferred by section 266 and that section are being abused. (2) The Court may order the...

(1) A member signifies agreement to a proposed written resolution when the company receives from that member, or from someone acting on the members’ behalf, an authenticated document— (a) identifying the resolution to which the agreement or the document relates; and (b) indicating agreement to the...

(1) A proposed written resolution lapses if it is not passed before—(a) the deadline specified for this purpose in the company's articles; or (b) if no deadline is specified the expiry of twenty eight days from and including the circulation date. (2) The agreement of a member to a written...

If a company has given an electronic address in a document containing, or enclosed with or attached to, a proposed written resolution, any document or information relating to that resolution may be validly sent by electronic means to that address, subject to any conditions or limitations specified...

If a company sends to a person by means of a website— (a) a written resolution; or (b) a statement relating to a written resolution, the resolution or statement is not validly sent unless the resolution is available on the website throughout the period from and including the circulation date and...

A provision of the articles of a private company is void to the extent that it would have the effect that a resolution that is required by or otherwise provided for in an enactment could not be proposed and passed as a written resolution.

A resolution of members of a company is validly passed at a general meeting if— (a) notice of the meeting and of the resolution is given; and (b) the meeting is held and conducted, in accordance with this Act and the company's articles.

(2) Every company shall convene a general meeting once a year. (3) Subsection (1) does not apply to single member companies. (4) The Registrar may, on the application of the company or for any other reasonthe Registrar thinks fit, extend the period referred to in subsection (1) even if, as a...

The directors of a company may convene a general meeting of the company.

(1) The members of a company may require the directors to convene a general meeting of the company. (2) The directors are required to convene a general meeting as soon as practicable after the company has received requests to do so from— (a) members representing at least the required percentage of...

(1) If requested to convene a general meeting of the company, the directorsshall — (a) do so within twenty-one days from the date on which request was made; and (b) hold the meeting on a date not more than twenty eight days after the date of the notice convening the meeting. (2) If such a request...

(1) If, after having been required to convene a general meeting under section277, the directors fail to do as required by section 278, the members who requested the meeting, or any of them representing more than one half of the total voting rights of all them, may convene a general meeting. (2) If...

(1) This section applies if for any reason it is impracticable— (a) to convene a meeting of a company in any manner in which meetings of that company may be convened; or (b) to conduct the meeting in the manner required by the articles of the company or this Act. (2) The Court may, either on its...

(1) In convening a general meeting (other than an adjourned meeting), a private company shall give a least twenty-one days’ notice. (2) In convening a general meeting, a public company shall give— (a) in the case of its annual general meeting—at least twenty-one days' notice to members; or (b) in...