- Section 391 of Insolvency Act CAP 53: Liability of contributories who are adjudged bankrupt
If a contributory is adjudged bankrupt, either before or after being placed on the list of contributories, the following provisions apply—
(a) the contributory's bankruptcy trustee represents the contributory for all purposes of the liquidation and is therefore a contributory for the purposes of...
- Section 392 of Insolvency Act CAP 53: Liability of contributories to contribute to debts of company registered but not formed under Companies Act
(1) This section applies to a company in liquidation that is registered but was not formed under the Companies Act (Cap. 486).
(2) A person is, in respect of the company's debts and liabilities contracted before registration, a contributory if the person is liable—
(a) to pay, or contribute to the...
- Section 393 of Insolvency Act CAP 53: Circumstances in which company may be liquidated voluntarily
(1) A company may be liquidated voluntarily—
(a) when the period (if any) fixed for the duration of the company by the articles expires, or the event (if any) occurs, on the occurrence of which the articles provide that the company is to be dissolved, and the company in general meeting has passed a...
- Section 394 of Insolvency Act CAP 53: Notice of resolution to liquidate
(1) Within fourteen days after a company has passed a resolution for its voluntary liquidation, it shall publish a notice setting out the resolution—
(a) once in the Gazette;
(b) once in at least two newspapers circulating in the area in which the company has its principal place of business in...
- Section 395 of Insolvency Act CAP 53: When liquidation commences
The voluntary liquidation of a company commences when the resolution for voluntary liquidation is passed.
- Section 396 of Insolvency Act CAP 53: Consequences of resolution to liquidate
(1) On and after the commencement of voluntary liquidation of a company, the company shall cease to carry on its business, except in so far as may be necessary for its beneficial liquidation.
(2) However, the corporate status and corporate powers of the company continue to have effect until the...
- Section 397 of Insolvency Act CAP 53: Share transfers and attempts to alter member's status after liquidation resolution to be void
The following are void if made after the commencement of a voluntary liquidation of a company—
(a) any transfer of the company's shares (other than a transfer made to or with the sanction of the liquidator);
(b) an alteration in, or an attempt to alter, the status of the company's members.
- Section 398 of Insolvency Act CAP 53: Making and effect of declaration of solvency by directors of company
(1) If it is proposed to liquidate a company voluntarily, the directors (or, in the case of a company having more than two directors, the majority of them) may at a directors' meeting make a statutory declaration to the effect—
(a) that they have made a full inquiry into the company's affairs;...
- Section 399 of Insolvency Act CAP 53: Appointment of liquidator in members' voluntary liquidation
(1) In a members' voluntary liquidation, the company in general meeting shall appoint one or more liquidators for the purpose of liquidating the company's affairs and distributing its assets.
(2) On the appointment of a liquidator, all the powers of the directors cease, except in so far as the...
- Section 400 of Insolvency Act CAP 53: Power to fill vacancy in office of liquidator
(1) If a vacancy occurs (whether by death, resignation or otherwise) in the office of liquidator appointed by the company, the company in general meeting shall, subject to any arrangement with its creditors, appoint another authorised insolvency practitioner to fill the vacancy.
(2) For the...
- Section 401 of Insolvency Act CAP 53: General company meeting at each year's end
(1) If the liquidation of a company continues for a period of twelve months or more, the liquidator shall convene a general meeting of the company—
(a) within three months after the end of that period of twelve months; and
(b) within three months after the end of each subsequent period of twelve...
- Section 402 of Insolvency Act CAP 53: Final meeting prior to dissolution: members' voluntary liquidation
(1) As soon practicable after the liquidation of the company's affairs is complete, the liquidator—
(a) shall prepare an account of the liquidation showing how it has been conducted and how the company's property has been disposed of; and
(b) shall then convene a general meeting of the company for...
- Section 403 of Insolvency Act CAP 53: Effect of company’s insolvency
(1) This section applies if the liquidator is of the opinion that the company will be unable to pay its debts in full (together with interest at the official rate) within the period stated in the directors' declaration under section 398.
(2) On forming the view that the company is or will be unable...
- Section 404 of Insolvency Act CAP 53: Conversion to creditors' voluntary liquidation
As from and including the date on which the creditors' meeting is held in accordance with section 403— (a) this Part has effect as if—
(i) the directors' declaration under section 398 had not been made; and
(ii) the creditors' meeting and the company meeting at which it was resolved that the...
- Section 405 of Insolvency Act CAP 53: Application of Division 4
(1) Except as provided by subsection (2), this Division applies in relation to a creditors' voluntary liquidation.
(2) Sections 406 and 407 do not apply if, under section 404, a members' voluntary liquidation has become a creditors' voluntary liquidation.
- Section 406 of Insolvency Act CAP 53: Meeting of creditors to be convened by company
(1) A company that is in the course of liquidation shall—
(a) convene a meeting of the company's creditors for a day not later than the fourteenth day after the day on which there is to be held the company meeting at which the resolution for voluntary liquidation is to be proposed;
(b) send the...
- Section 407 of Insolvency Act CAP 53: Directors to lay statement of financial position before creditors
(1) The directors of the company shall—
(a) prepare a statement setting out the financial position of the company that complies with subsection (3);
(b) lay that statement before the creditors' meeting under section 406; and (c) appoint one of their number to preside at that meeting.
(2) It is...
- Section 408 of Insolvency Act CAP 53: Creditors' voluntary liquidation: appointment of liquidator
(1) The creditors and the company at their respective meetings may nominate an authorised insolvency practitioner to be liquidator for the purpose of liquidating the company's affairs and distributing its assets.
(2) The liquidator is the insolvency practitioner nominated by the creditors unless...
- Section 409 of Insolvency Act CAP 53: Creditors may appoint liquidation committee
(1) The creditors at the meeting to be held in accordance with section 406 or at any subsequent meeting may, if they think appropriate, appoint a liquidation committee of not more than five persons to perform the functions imposed or conferred on such committees by or under this Act.
(2) If such a...
- Section 410 of Insolvency Act CAP 53: Creditors' meeting if liquidation converted under section 404
If, in the case of a liquidation that was under section 404 converted to a creditors' voluntary liquidation, a creditors' meeting is held in accordance with section 403, any appointment made or committee established by that meeting is taken to have been made or established by a meeting held in...
- Section 411 of Insolvency Act CAP 53: Cessation of directors' powers
On the appointment of a liquidator, all the powers of the directors cease, except so far as the liquidation committee, or if there is no such committee, the creditors, sanction their continuance.
- Section 412 of Insolvency Act CAP 53: Vacancy in office of liquidator: creditors' voluntary liquidation
(1) If a vacancy occurs in the office of liquidator, the creditors may fill the vacancy.
(2) Subsection (1) does not apply to a liquidator appointed by, or by the direction of, the Court.
- Section 413 of Insolvency Act CAP 53: Meetings of company and company's creditors to be held every twelve months
(1) A liquidator who continues in office for more than twelve months shall convene a general meeting of the company and a meeting of the creditors to be held—
(a) within three months after the end of that period of twelve months; and
(b) within three months after the end of each subsequent period...
- Section 414 of Insolvency Act CAP 53: Final meeting prior to dissolution: creditors' voluntary liquidation
(1) As soon practicable after the liquidation of the company's affairs has been completed, the liquidator shall prepare an account of the liquidation and an explanation showing how it has been conducted and how the company's property has been disposed of.
(2) Within thirty days after preparing the...
- Section 415 of Insolvency Act CAP 53: Property of company to be distributed among members after satisfaction of liabilities
(1) On the liquidation, the company's property in the voluntary liquidation—
(a) are to be applied in satisfaction of the company's liabilities equally and without preference; and
(b) subject to that application, are, unless the company's articles otherwise provide, to be distributed among the...
- Section 416 of Insolvency Act CAP 53: Appointment or removal of liquidator by the Court
(1) The Court may appoint a liquidator if for any reason there is no liquidator or the liquidator is unable to act.
(2) The Court may, on cause shown, remove a liquidator and appoint another one.
(3) Only an authorised insolvency practitioner is eligible for appointment under this...
- Section 417 of Insolvency Act CAP 53: Notice of appointment to be published by liquidator
(1) Within seven days after being appointed as liquidator of a company, the liquidator shall publish a notice of the liquidator's appointment—
(a) once in the Gazette;
(b) once in at least two newspapers circulating in the area in which the company has its principal place of business in Kenya; and...
- Section 418 of Insolvency Act CAP 53: Power of liquidator to accept shares or membership rights as consideration for sale of company's property
(1) In this section—
(a) the transferor company is a company to which this section applies; and
(b) a transferee company, or a transferee limited liability partnership, is the company or partnership to which the property of the transferor company is proposed to be, or is to be, transferred or...
- Section 419 of Insolvency Act CAP 53: Dissenting member may require liquidator to refrain from giving effect to arrangement under section 418 or to purchase member's shares
(1) This section applies to a voluntary liquidation in relation to which the transferor company has passed a special resolution, for the purposes of section 418(3) or (5), providing the approval required for the liquidator under that section.
(2) If a member of the transferor company who did not...
- Section 420 of Insolvency Act CAP 53: Questions relating to liquidation may be referred to the Court for determination
(1) The liquidator, or a contributory or creditor, may apply to the Court to determine any question arising in the liquidation of a company, or to exercise, with respect to the enforcing of calls or any other matter, all or any of the powers that the Court might exercise if the company were being...