Act and Laws in Kenya

A company shall give notice of a general meeting— (a) in hard copy form; (b) in electronic form; (c) by means of a website; or (d) partly by one such means and partly by one or more of the other such means.

(1) Notice of a general meeting that is given by a company by means of awebsite is not effective unless it is complies with this section. (2) In notifying its members of the presence on a website of a notice convening a general meeting, a company shall— (a) state that it concerns a notice of a...

(1) A company shall send a notice of a general meeting of the company to—(a) each member of the company; and (b) each director. (2) In subsection (1), the reference to a member includes any person who isentitled to a share in consequence of the death or bankruptcy of a member, if the company has...

In giving notice of a general meeting, a company shall specify— (a) the time and date of the meeting; (b) the place of the meeting; (ba) in the case of a hybrid or virtual meeting, specify the means of joining and participating in the meeting; and (c) the general nature of the business to be...

(1) If a company fails to comply with a requirement of section 281(1) or (2),282, 283 (2) or (3), 284 (1) or 285, 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 five hundred thousand shillings. (2) If,...

(1) If a provision of this Act requires a special notice of a resolution to be given, the resolution is not effective unless notice of the intention to move it has been given to the company at least twenty-eight days before the meeting at which it is moved. (2) The company shall, if practicable,...

(1) If a company gives notice of— (a) a general meeting; or (b) a resolution intended to be moved at a general meeting, an accidental failure to give notice to one or more persons is to be disregarded for the purpose of determining whether notice of the meeting or resolution has been duly...

(1) The members of a company may require the company to circulate, to members of the company entitled to receive notice of a general meeting a statement of not more than one thousand words with respect to— (a) a matter referred to in a proposed resolution to be dealt with at that meeting;...

(1) A company that, in accordance with section 289, is required by its membersto circulate a statement shall send to each of its members who is entitled to receive notice of the meeting a copy of the statement— (a) in the same manner as the notice of the meeting; and (b) at the same time as, or as...

(1) The members who requested the statement to be circulated need not paythe expense incurred by the company in complying with section 290 if— (a) the meeting to which the requests relate is an annual general meeting of a public company; and (b) the company receives requests sufficient to require...

(1) In the case of a company limited by shares or guarantee and having onlyone member, one qualifying person present at a meeting constitutes a quorum. (2) In any other case, (subject to the articles of the company) two qualifyingpersons present at a meeting are a quorum, unless— (a) each is a...

(1) The members present at a general meeting of the company may, by ordinaryresolution, elect one of the members to preside at the meeting. (2) Subsection (1) is subject to a provision of the company's articles that states who may or may not be chairperson or preside at a general meeting of the...

(1) On a vote on a resolution at a meeting with a show of hands, the personpresiding at the meeting may declare that the resolution— (a) has or has not been passed; or (b) has passed with a particular majority (2) Such a declaration is conclusive evidence of the result of the voting withoutproof...

(1) A provision of a company’s articles is void to the extent that it would have theeffect of excluding the right to demand a poll at a general meeting on a resolution other than one for— (a) electing the member who is to preside at the meeting; or (b) adjourning the meeting. (2) Except as...

A member who is entitled to cast two or more votes at a poll taken at a general meeting of a company is not obliged to use all of those votes or to cast them all in the same way.

(1) If a body corporate is a member of a company, it may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at a meeting of the company. (2) If the body corporate authorises only one person to act as its...

(1) A member of a company is entitled to appoint another person as themember’s proxy to exercise all or any of the member’s rights to attend and to speak and vote at a meeting of the company. (2) A member of a company that has a share capital may appoint more than one proxy for a meeting provided...

(1) In every notice convening a meeting of a company, the company shallinclude a prominently displayed statement informing the member of— (a) the member's rights under section 298; and (b) any more extensive rights conferred by the company's articles to appoint more than one proxy. (2) Failure to...

(1) If, for the purposes of a meeting, invitations are issued at the expense of the company to members to appoint as a proxy a specified person, or a number of specified persons, the company shall issue the invitations to all members entitled to vote at the meeting. (2) A company complies with...

(1) This section applies to— (a) the appointment of a proxy; and (b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy. (2) A provision of the company's articles is void to the extent that it wouldhave the effect of requiring any such appointment...

(1) A proxy may be elected to preside at a general meeting by a resolution ofthe company passed at the meeting. (2) Subsection (1) is subject to any provision of the company's articles that states who may or who may not be chairperson.

(1) The appointment of a proxy to vote on a matter at a meeting of a companyauthorises the proxy to demand, or join in demanding, a poll on that matter. (2) In applying section 295 to a proxy of a member of a company— (a) for the purpose of subsection (2)(a) of that section—a demand by a proxy...

(1) A member of a company who has appointed a person to act as a proxy of the member may terminate the appointment by notice. (2) The termination of the appointment of a person to act as proxy does not affect— (a) whether the person counts in deciding whether there is a quorum at a meeting of the...

Sections 298 to 304 do not prevent a company’s articles from conferring more extensive rights on members or proxies than those conferred by those sections.

If a resolution is passed at an adjourned general meeting of a company, the resolution is for all purposes to be treated as having been passed on the date on which it was in fact passed, and may not be treated as having been passed on an earlier date.

(1) If a company has given an electronic address in a notice conveninga general meeting, any document or information relating to proceedings at the meeting can be sent by electronic means to that address subject to the conditions or limitations (if any) specified in the notice. (2) If a company has...

(1) Subject to subsection (2) and (3), Division 3 applies, with necessary modifications, to a meeting of holders of a class of shares of a company as it applies to a general meeting of the company. (2) Sections 277 to 280 do not apply to a meeting of holders of a class of shares. (3) In addition...

(1) Subject to subsection (2) and (3), Division 3 applies, with necessary modifications, to a meeting of holders of a class of members of a company having no share capital as it applies to a general meeting of the company. (2) Sections 277 to 280 do not apply to a meeting of class of members of a...

(1) Every public company shall hold a general meeting as its annual general meeting within six months from and including the day following its accounting reference date in each year, whether or not it holds other meetings during that period. (2) A company that fails to comply with subsection (1) as...

(1) A public company shall state in the notice convening an annual generalmeeting of the company that the meeting is an annual general meeting. (2) An annual general meeting may be convened by shorter notice than thatrequired by section 281(2) or by the company's articles, if all the members...