Act and Laws in Kenya

(1) Within fourteen days after a company purchases shares under this Division, it shall lodge with the Registrar for registration a return that complies with subsections (2) to (4). (2) The return complies with this subsection if it distinguishes— (a) shares in relation to which section 428...

(1) If, on the purchase by a company of any of its own shares in accordance with this Part— (a) section 526 does not apply (so that the shares are treated as cancelled); or (b) that section applies but the shares are immediately cancelled under section 531, the company shall, within one month...

In this Division— (a) a reference to payment out of capital is to any payment so made, whether or not it would, apart from this section, be treated as a payment out of capital; and (b) "the permissible capital payment", in relation to shares, is the amount required under section 468.

A private limited company may in accordance with this Division, but subject to any restriction or prohibition in the company's articles, make a payment in respect of the redemption or purchase of its own shares otherwise than out of distributable profits or the proceeds of a fresh issue of shares.

A payment that, in accordance with this Division, can be made by a company out of capital in respect of the redemption or purchase of its own shares is such amount as, after applying for that purpose— (a) available profits of the company; and (b) the proceeds of a fresh issue of shares made for the...

(1) For the purposes of this Division, the available profits of the company, inrelation to the redemption or purchase of any of its shares, are the profits of the company that are available for distribution (within the meaning of Part XVII. (2) Whether a company has any profits so available; and...

(1) The available profits of the company are determined as follows— (a) first— Determine the profits of the company by reference to the following items as stated in the relevant financial statements— (i) profits, losses, assets and liabilities; (ii) provisions of a kind specified for the purposes...

(1) A payment out of capital by a private company for the redemption orpurchase of its own shares is not lawful unless the requirements of section 472, 474, 477 and 478 are satisfied. (2) Subsection (1) is subject to any order of the Court under section 479.

(1) The company’s directors shall make a statement that complies with subsection (2). (2) A statement complies with this subsection only if it specifies the amount of the permissible capital payment for the relevant shares and states that, having made full inquiry into the affairs and prospects of...

If the directors make a statement under sections 468 to 471 without having reasonable grounds for the opinion expressed in it, each of the directors who is in default commits an offence and on conviction is liable to a fine not exceeding five hundred thousand shillings or to imprisonment for a term...

(1) A payment out of capital is invalid unless it is approved by a special resolution of the company that complies with this section. (2) Such a resolution is void unless it is passed on; or within the week immediately following, the date on which the directors make the statement required by...

(1) This section applies to a resolution passed by a company under section 474. (2) If the resolution is proposed as a written resolution, a member who holds shares to which the resolution relates is not an eligible member. (3) If the resolution is proposed at a meeting of the company, it is not...

(1) This section applies to a resolution passed by a company under section 474. (2) The company shall ensure that a copy of the directors' statement andauditor's report under section 482 are made available to its members— (a) in the case of a written resolution, by being sent or submitted to every...

(1) Within the seven days immediately after the date of the resolution undersection 474, the company shall cause to be published in the Gazette a notice— (a) stating that the company has approved a payment out of capital for the purpose of acquiring its own shares by redemption or purchase, or...

(1) A company that passes a resolution in accordance with section 475 shall ensure that the directors’ statement and auditor’s report required by section 472 are kept available for inspection throughout the relevant period. (2) For the purpose of subsection (1), the relevant period is the...

(1) If a private company passes a special resolution approving a payment out of capital for the redemption or purchase of any of its shares— (a) any member of the company (other than one who consented to or voted in favour of the resolution); and (b) any creditor of the company, may apply to the...

(1) Within fourteen days after making an application under section 479, the applicant shall lodge with the Registrar for registration a notice of the application. (2) Subsection (1) does not affect the operation of any provision of rules of Court as to service of notice of the...

(1) A payment out of capital is invalid unless it is made— (a) no earlier than five weeks after the date on which the resolution under section 475 is passed; and (b) no later than seven weeks after that date. (2) Subsection (1) is subject to any exercise of the Court's powers under...

(1) In this section, “capital redemption reserve”, in relation to a company, means the reserve referred to in subsection (2). (2) If under this Part or Part XX, shares of a limited company are redeemed or purchased wholly out of the company’s profits, the company shall transfer to a reserve an...

(1) This section applies if a payment out of capital is made in accordance with Division 4. (2) If the permissible capital payment is less than the nominal amount of the shares redeemed or purchased, the company shall transfer an amount equal to the amount of the difference to the company's capital...

(1) This section applies to a company that— (a) issues shares on terms that they are or are liable to be redeemed; or (b) agrees to purchase any of its shares. (2) A company to which this section applies is not liable in damages for failing to redeem or purchase any of the shares. (3) Subsection...

(1) In this Part, “distribution” means every description of distribution of the assets of a company to its members (whether in cash or otherwise) subject to the exceptions in subsection (2). (2) The following are not distributions for the purposes of this Part— (a) an issue of shares as fully or...

(1) A company may make a distribution only out of profits available for thepurpose. (2) The profits of a company available for distribution are— (a) its accumulated, realised profits (so far as not previously utilised by distribution or capitalisation), less— (b) its accumulated, realised losses...

(1) A public company may make a distribution only— (a) if the amount of its net assets is not less than the aggregate of its called-up share capital and undistributable reserves; and (b) if, and to the extent that, the distribution does not reduce the amount of those assets to less than that...

(1) Whether a distribution may be made by a company without contravening this Part is determined by reference to the following items as stated in the relevant financial statements— (a) profits, losses, assets and liabilities; (b) provisions of a kind specified for the purposes of this section by...

(1) In determining whether a proposed distribution may be made by a company in a case in which— (a) one or more previous distributions have been made in pursuance of a determination made by reference to the same relevant financial statements; or (b) relevant financial assistance has been given, or...

(1) If development costs are shown or included as an asset in a company’saccounting records, any amount shown or included in respect of those costs is to be treated for the purposes of section 486 as a realised loss. (2) Subsection (1) does not apply to any part of that amount representing...

In determining for the purposes of this Part whether a company has made a profit or loss in respect of an asset when— (a) there is no record of the original cost of the asset; or (b) a record cannot be obtained without unreasonable expense or delay, its cost is taken to be the value ascribed to it...

(1) This section applies for determining the amount of a distribution consisting of or including, or including or treated as arising in consequency of, the sale, transfer or other disposition by a company of a non-cash asset if— (a) at the time of the distribution, the company has profits available...

(1) This section applies if— (a) a company makes a distribution consisting of or including, or treated as arising in consequence of, the sale, transfer or other disposition by the company of a non-cash asset; and (b) any part of the amount at which that asset is stated in the relevant accounts...