Act and Laws in Kenya

(1) This section applies to a distribution, or part of a distribution, that is made by a company to one of its members in contravention of this Part. (2) If, at the time of the distribution, the member knew or had reasonable grounds for believing that a distribution to which this section applies...

A certificate duly executed in accordance with section 37 specifying any shares held by a member is, in the absence of proof to the contrary, evidence of the member’s title to the shares.

(1) A company shall, within two months after the allotment of any of its shares, debentures or debenture stock, complete and have ready for delivery— (a) the certificates of the shares allotted; (b) the debentures allotted; or (c) the certificates of the debenture stock allotted. (2) Subsection...

(1) A company may register a transfer of shares in or debentures of thecompany only if a proper document of transfer has been delivered to it. (2) Except as provided by subsection (3), a purported registration of a transferof shares or debentures in contravention of subsection (1) is...

(1) As soon as practicable (and in any case not later than two months) after the date on which a transfer of a company’s shares or debentures is lodged with it, the company shall either— (a) register the transfer; or (b) if it refuses to register the transfer, give the transferee a notice of the...

(1) On the application of the transferor of any share or interest in a company,the company shall enter in its register of members the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee. (2) A company that,...

A document of transfer of the share or other interest of a deceased member of a company— (a) can be made by the deceased member's executor or administrator even though the executor or administrator is not a member of the company; and (b) is as effective as if the executor or administrator had been...

(1) If a document produced to a company is by law sufficient evidence of thegrant of— (a) probate of the will of a deceased person; (b) letters of administration, of the estate of a deceased person; or (c) confirmation as executor of a deceased person, the company is obliged to accept the...

(1) A certificate issued by a company in relation to a transfer of shares in, or of debentures of, the company is to be taken to be a representation by the company to any person acting on the faith of the certificate that there have been produced to the company such documents as on their face show...

(1) A company shall, within two months after the date on which a transfer of any of its shares, debentures or debenture stock is lodged with the company, complete and have ready for delivery— (a) the certificates of the shares transferred; (b) the debentures transferred; or (c) the certificates...

(1) Irrespective of whether a company limited by shares purports to be authorised by its articles to issue with respect to any fully paid shares a share warrant stating that the bearer of the share warrant is entitled to the shares specified in it, the company may no longer issue such share warrants...

(1) If a company is failing to comply with section 496 (1), any person claiming to be affected by the failure may serve on the company a notice requiring it to rectify the failure without delay and in any case within ten days after the service of the notice. (2) If a company that is served with a...

(1) Regulations may be made for the purpose of this Division to enable title to securities to be evidenced and transferred without a written document. (2) In particular, those regulations may— (a) prescribe procedures for recording and transferring title to securities; and (b) regulate those...

(1) Regulations made for the purpose of this Division may— (a) enable the members of a company or of any designated class of companies to adopt, by ordinary resolution, arrangements under which title to securities is required to be evidenced or transferred or both without a written document;...

(1) The Cabinet Secretary may, by order— (a) designate classes of companies for the purposes of section 507; (b) provide that, in relation to securities of a specified description— (i) in a designated class of companies; or (ii) in a specified company or class of companies, specified provisions...

Regulations purporting to be made under sections 506 or 507, and an order purporting to be made under section 508, are invalid unless the Cabinet Secretary has previously carried out such consultation as in the Cabinet Secretary's opinion are appropriate.

(1) For the purposes of this Part, an offer to the public includes an offer to any section of the public, however selected. (2) An offer is not regarded as an offer to the public if it can properly be regarded as— (a) not being likely to result, directly or indirectly, in securities of the company...

(1) A private company limited by shares or a company limited by guarantee shall not— (a) offer to the public any securities of the company; or (b) allot or agree to allot any securities of the company with a view to their being offered to the public. (2) Unless the contrary is proved, an...

(1) If a member or creditor of a company, or the Attorney-General, alleges thata company is proposing to act in contravention of section 511, the member, creditor or Attorney-General may apply to the Court for an order under this section. (2) If, on the hearing of an application under subsection...

(1) If a member or creditor of a company, or the Attorney-General, alleges that a company is contravening, or has contravened, section 511, the member, creditor or Attorney General may apply to the Court for an order under this section. (2) A person is eligible to make an application under...

(1) An order is a remedial order for the purpose of this section if it is made in order to place a person affected by a contravention of section 511 in the position in which the person would have been in had the contravention not occurred. (2) If a private company has— (a) allotted securities as a...

Nothing in this Part affects the validity of an allotment or sale of securities or of an agreement to allot or sell securities.

(1) A company that is a public company shall not conduct business or exercise a borrowing power unless the Registrar has issued it with a trading certificate under this section. (2) On receiving an application made by a public company under section 517,the Registrar shall issue a trading...

(1) A public company that wishes to obtain a trading certificate shall make an application in writing to the Registrar. (2) The Registrar shall refuse such an application if it does not— (a) state that the nominal value of the company allotted share capital of the company is not less than the...

For the purposes of sections 516 and 517, the authorised minimum in relation to the nominal value of a public listed company's allotted share capital is six million seven hundred and fifty thousand shillings.

(1) If a company does business or exercises any borrowing powers incontravention of section 516, the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to fine not exceeding one million shillings. (2) A contravention of section 516 does...

(1) A limited company having a share capital may issue redeemable sharesthat are to be redeemed, or are liable to be redeemed, at the option of the company or the shareholder. (2) The articles of a private limited company may exclude or restrict the issueof redeemable shares. (3) A public limited...

(1) The directors of a limited company may determine the terms, conditions and manner of redemption of shares if they are authorised to do so— (a) by the company's articles; or (b) by a resolution of the company. (2) A resolution under subsection (1)(b) may be an ordinary resolution, evenif it...

(1) Redeemable shares of a limited company can be redeemed only if theyare fully paid. (2) The terms of redemption of shares in a limited company may provide that the amount payable on redemption can, by agreement between the company and the holder of the shares, be paid on a date later than the...

(1) Redeemable shares of a limited company can be redeemed only out of—(a) distributable profits of the company; or (b) the proceeds of a fresh issue of shares made for the purposes of the redemption. (2) Subject to subsection (5), any premium payable on redemption of shares in a limited company...