Act and Laws in Kenya

(1) As soon as practicable after receiving an application for the administrative restoration of a company to the Register, the Registrar shall determine the application and notify the applicant in writing of the determination. (2) If the application is refused, the Registrar shall include in the...

(1) The effect of the restoration of a company to the Register is that the company is taken to have continued in existence as if it had not been dissolved or struck off the Register. (2) The company or an interested person may make an application to the Court for an order under subsection (3) at...

(1) An application may be made to the Court to restore to the Register a company— (a) that has been dissolved after being liquidated under the law relating to insolvency; (b) that is taken to have been dissolved following administration under that Act; or (c) that has been struck off the...

(1) An application to the Court for restoration of a company to the Register maybe made at any time for the purpose of bringing proceedings against the company for damages for personal injury. (2) An order may not be made on such an application if it appears to the Court that the proceedings would...

(1) On the hearing of an application made under section 927, the Court may order the company to be restored to the Register— (a) if the company was struck off the Register under section 894 or 895 and the company was, at the time of the striking off, carrying on business or was in...

(1) The effect of an order by the Court for the restoration of the company to the Register is that the company is taken to have continued in existence as if it had not been dissolved or struck off the Register. (2) The Court may give such directions and make such provision as it considers just in...

(1) Except as provided by subsection (2), a company is restored to the Register with the name it had before it was dissolved or struck off the Register. (2) If, at the date of restoration, the company could not be registered under its former name without contravening section 50, it is to be...

(1) The person in whom property is vested by section 905 may dispose of that property, even though the company has been or may be restored to the Register under this Part. (2) The following provisions apply when a company is restored to the Register: (a) the restoration does not affect a...

(1) This Part applies when a compromise or arrangement is proposed—(a) between a company and its creditors, or any class of its creditors; or (b) between the company and its members, or any class of its creditors. (2) This Part has effect subject to Part XXXV if that Part applies. (3) In this...

(1) The Court may, on an application under subsection (2), order a meeting of—(a) the creditors or class of creditors; or (b) the members of the company or a class of members, to be convened in such manner as the Court directs. (2) An application under this section may be made by—(a) the...

(1) When the Court has ordered a meeting to be convened under section 923,the company concerned shall ensure that— (a) each notice convening the meeting that is sent to a creditor or member includes or is accompanied by a statement that complies with subsection (2); and (b) each notice convening...

(1) Each director of the company, and each trustee for its debenture holders,shall give notice to the company of such matters relating to the director or trustee as may be necessary for purposes of section 924. (2) A director, or a trustee for debenture holders, who fails to comply with subsection...

(1) If a majority in number representing seventy–five percent in value of—(a) the creditors or class of creditors; or (b) the members or class of members, present and voting either in person or by proxy at the meeting convened in accordance with section 923 agrees to a compromise or arrangement,...

(1) In this section— property" includes property, rights and powers of every description; “liabilities" includes duties; “transferee company" means a company to which the whole or a part of the undertaking or property of a company is to be transferred under a compromise or arrangement referred to...

(1) Within seven days after the Court has made an order under section 927,each company affected by the order shall lodge a copy of it with the Registrar for registration. (2) If one of the companies affected by the order has complied with subsection(1), the other companies affected by it are taken...

(1) This section applies— (a) to any order under section 926; and (b) to any order under section 927 that alters the company’s constitution. (2) If an order to which this section applies amends— (a) a company's articles; or (b) any resolution or agreement affecting a company's constitution, the...

(1) In this Part— “companies involved in the division", in relation to a division, means the transferor company and any existing transferee companies; “division" means a scheme of the kind described in section 938; “existing company", in relation to a merger or division, means a company other...

(1) The Part applies when— (a) a compromise or arrangement is proposed between a public company and— (i) its creditors or a specified class of them; or (ii) its members or a specified class of them, for the purposes of, or in connection with, a scheme for the reconstruction of a company or...

(1) The Court may sanction the compromise or arrangement under Part XXXIVonly if the relevant requirements of this Part have been complied with. (2) The requirements applicable to mergers are specified in sections 933 to943, but certain of those requirements, and certain general requirements of...

(1) A scheme involves a merger if under the scheme— (a) the undertaking, property and liabilities of one or more public companies (including the company in respect of which the compromise or arrangement is proposed) are to be transferred to another existing public company; or (b) the undertaking,...

(1) The directors of the merging companies shall prepare and adopt a draft of the proposed terms of the scheme. (2) Those directors shall ensure that the draft terms contain particulars of at least the following matters: (a) in respect of each transferor company and the transferee...

(1) The directors of each of the merging companies shall lodge with the Registrar for registration a copy of the draft terms. (2) As soon as practicable after the copy of the draft terms is lodged with the Registrar (and in any case not later than one month before the date of the meeting (if any)...

(1) A scheme has no effect unless it is approved by a majority in number, representing seventy-five percent in value, of each class of members of each of the merging companies, present and voting either in person or by proxy at a meeting. (2) Subsection (1) is subject to sections 945, 946 and 947.

(1) The directors of each of the merging companies shall prepare and adopt a report that complies with subsection (2). (2) A report complies with this subsection if it includes— (a) the statement required by section 924; and (b) insofar as that statement does not deal with the following matters,...

(1) The directors of the merging companies may jointly appoint an expert on behalf of those companies to prepare a written report on the draft terms for presentation to the members of each of those companies. (2) If the merging companies cannot agree on the appointment of an expert to prepare such...

(1) If the last annual financial statements of any of the merging companies relate to a financial year ending more than seven months before the first meeting of the company convened for the purposes of approving the scheme, the directors of the company concerned shall prepare a supplementary...

(1) The members of each of the merging companies are, during the relevant period entitled— (a) to inspect at the registered office of that company copies of the merger documents relating to that company and every other merging company; and (b) to obtain copies of those documents or any part of...

A merger by formation of a new company does not take effect unless the articles of the transferee company, or a draft of them, are approved— by an ordinary resolution of the transferor company; or (b) if there is more than one transferor company — by each of the transferor companies.

(1) This section applies to securities of the transferor company (other than shares) to which special rights are attached. (2) If a person holds securities to which this section applies otherwise than as a member or creditor of the company, the scheme is invalid unless it provides that the person...

A scheme is invalid to the extent that it provides for shares in the transferee company to be allotted to a transferor company (or its nominee) in respect of shares in the transferor company held by it (or its nominee).