Act and Laws in Kenya

(1) One or more persons who wish to form a company may— (a) subscribe their names to a memorandum of association; and (b) comply with the requirements of sections 13 to 16 with respect to registration. (2) A company formed for an unlawful purpose may not be registered.

(1) A memorandum of association is a memorandum stating that the subscribers— (a) wish to form a company under this Act; and (b) agree to become members of the company and, in the case of a company that is to have a share capital, to take at least one share each. (2) A company may not be...

(1) A person who wishes to register a company shall lodge with the Registrar— (a) an application for registration of the company that complies with subsections (2) and (4); (b) a memorandum of association of the company; and (c) except as provided by section 21, a copy of the proposed articles...

(1) If the company is to have a share capital, the applicants for registration shall ensure that the requisite statement of capital and initial shareholding comply with subsections (2) and (3). (2) The statement of capital and initial shareholding complies with this subsection if it states— (a)...

(1) The applicant for registration of a company to be limited by guarantee shall ensure that the requisite statement of guarantee contains the prescribed information to enable the subscribers to the memorandum of association to be identified. (2) The applicant shall also ensure that the statement...

(1) The applicant for registration shall ensure that the requisite statement of the company's proposed officers complies with subsections (2) and (4). (2) The statement complies with this subsection if it contains the required particulars of— (a) the person who is, or persons who are, to be the...

If satisfied that an application for registration complies with the requirements of this Act relating to registration, the Registrar shall register the company and allocate to it a unique identifying number.

(1) On the registration of a company in accordance with section 17, the Registrar shall issue to the company a certificate of incorporation that complies with this section. (2) A certificate of incorporation complies with this section if it states— (a) the name of the company and its unique...

From the date of incorporation of a company— (a) the subscribers to the memorandum, together with such other persons as may from time to time become members of the company, become a body corporate by the name stated in the certificate of incorporation; (b) the company can do all of the things...

(1) The regulations may prescribe model articles for companies. (2) Different versions of model articles may be prescribed for different descriptions of companies. (3) A company may adopt all or any of the provisions of a prescribed version of model articles. (4) An amendment to regulations...

(1) On the formation of a limited company— (a) if its articles are not registered; or (b) if its articles are registered, in so far as they do not exclude or modify the relevant model articles, the relevant model articles, so far as applicable, form part of the company's articles in the same...

A company may amend its articles only by special resolution.

(1) A member of a company is not bound by an amendment to the articles of a company after the date on which the person became a member, if and so far as the amendment— (a) requires the person to take or subscribe for more shares than the number held by the person at the date on which the...

(1) If a company amends its articles, the company shall lodge with the Registrar for registration a copy of the articles as amended not later than fourteen days after the resolution containing the amendment is passed. (2) This section does not require a company to set out in its articles...

(1) On being satisfied that a company has failed to comply with any provision requiring it— (a) to lodge with the Registrar a document making or evidencing an amendment in the company's articles; or (b) to lodge with the Registrar a copy of the company's articles as amended, the Registrar may...

Provisions that immediately before the commencement of this Part were contained in a company's memorandum of association but are not provisions of the kind referred to in section 12 become provisions of the company's articles on that commencement.

(1) Within fourteen days after a resolution or agreement to which this section applies is passed or made, the company concerned shall lodge with the Registrar for registration— (a) a copy of the resolution or agreement; or (b) in the case of a resolution or agreement that is not in writing, a...

(1) Unless the articles of a company specifically restrict the objects of the company, its objects are unrestricted. (2) If a company amends its articles so as to add, remove or alter a statement of the company's objects— (a) it shall lodge with the Registrar for registration a notice...

(1) A company shall, on being requested to do so by a member of the company, send to the member the following documents— (a) an up-to-date copy of the articles of the company; (b) a copy of any resolution or agreement relating to the company that has been recorded by the Registrar under section...

(1) A company's constitution binds the company and its members to the same extent as if the company and its members had covenanted agreed with each other to observe the constitution. (2) Money payable by a member to the company under its constitution is recoverable in a court of competent...

In the case of a company limited by guarantee, a provision in the articles of the company, or in a resolution of the company, purporting to give a person a right to participate in the divisible profits of the company otherwise than as a member is void.

Any enactment or rule of law applicable to companies formed by two or more persons or having two or more members applies with any necessary modification in relation to a company formed by one person or having only one person as a member.

The validity of an act or omission of a company may not be called into question on the ground of lack of capacity because of a provision in the constitution of the company.

(1) In favour of a person dealing with a company in good faith, the power of the directors to bind the company, or authorise others to do so, is free of any is limitation contained in the company's constitution. (2) For purposes of subsection (1)— (a) a person deals with a company if the person...

(1) A contract may be made— (a) by a company, in writing; or (b) on behalf of a company, by a person acting under its authority, express or implied. (2) Any formalities required by law for a contract made by a natural person also apply, unless a contrary intention appears, to a contract made by...

(1) This section applies to a transaction if or to the extent that its validity depends on section 34. (2) Nothing in this section precludes the operation of any other written law under which the transaction can be questioned or any liability to the company may arise. (3) If— (a) a company...

(1) deleted by Act No. 1 of 2020, s. 30. (2) A document is validly executed by a company if it is signed on behalf of the company— (a) by two authorised signatories; or (b) by a director of the company in the presence of a witness who attests the signature. (3) A document in favour of a...

(1) A document is validly executed by a company as a deed only if the document is— (a) duly executed by the company; and (b) delivered as a deed. (2) For the purposes of subsection (1)(b), a document is presumed to be delivered when it is executed, unless a contrary intention is proved.

(1) A company may, in writing, authorise person, either generally or in respect of specified matters, as its attorney to execute deeds or other documents on its behalf. (2) A deed or other document executed by a person authorised under subsection (1) has effect as if executed by the company.

A document or proceedings requiring authentication by a company is sufficiently authenticated by a signature of a person authorised by the company to act on its behalf.