- Section 421 of Insolvency Act CAP 53: Restrictions on directors' powers to appoint or nominate liquidator of company in voluntary liquidation
(1) If, in the case of a company that is in voluntary liquidation, a liquidator has not been appointed or nominated by the company, the directors may exercise their powers only—
(a) with the approval of the Court; or
(b) in the case of a creditors' voluntary liquidation, so far as may be necessary...
- Section 422 of Insolvency Act CAP 53: Saving for certain rights
The voluntary liquidation of a company does not prevent a creditor or contributory from seeking to have the company liquidated by the Court, but in the case of an application by a contributory, the Court is required to be satisfied that the rights of the other contributories will not be...
- Section 423 of Insolvency Act CAP 53: Jurisdiction of High Court to supervise liquidation of companies
(1) Only the High Court has jurisdiction to supervise the liquidation of companies registered in Kenya.
(2) Subsection (1) does not apply to a company that is in voluntary liquidation in accordance with Divisions 2 to 5.
- Section 424 of Insolvency Act CAP 53: Circumstances in which company may be liquidated by the Court
(1) A company may be liquidated by the Court if—
(a) the company has by special resolution resolved that the company be liquidated by the Court;
(b) being a public company that was registered as such on its original incorporation—
(i) the company has not been issued with a trading certificate...
- Section 425 of Insolvency Act CAP 53: Applications to the Court for liquidation of companies
(1) An application to the Court for the liquidation of a company may be made any or all of the following
—
(a) the company or its directors;
(b) a creditor or creditors (including any contingent or prospective creditor or creditors);
(c) a contributory or contributories of the company;
(d) a...
- Section 426 of Insolvency Act CAP 53: Application for liquidation of company on grounds of public interest
(1) If, in relation to a company, it appears to the Attorney-General—
(a) from a report made or information obtained from investigations carried out or inspection of documents produced under the Companies Act (Cap. 486).
(b) from a report made, or information obtained, by the Capital Markets...
- Section 427 of Insolvency Act CAP 53: Powers of Court on hearing of liquidation application
(1) On the hearing of a liquidation application, the Court may make such of the following orders as it considers appropriate—
(a) an order dismissing the application;
(b) an order adjourning the hearing, conditionally or unconditionally;
(c) an interim liquidation order; or
(d) any other order...
- Section 428 of Insolvency Act CAP 53: Power to stay or restrain proceedings against company when liquidation application has been made
(1) At any time after the making of a liquidation application, and before a liquidation order has been made, the company, or any creditor or contributory, may—
(a) if legal proceedings against the company are pending in the Court, apply to the Court for the proceedings to be stayed; and
(b) if...
- Section 429 of Insolvency Act CAP 53: Dispositions of property by company after commencement of liquidation to be void unless the Court otherwise orders
(1) In a liquidation ordered by the Court—
(a) any disposition of the company's property; and
(b) any transfer of shares, or alteration in the status of the company's members, made after the commencement of the liquidation is void, unless the Court otherwise orders.
(2) Subsection (1) does not...
- Section 430 of Insolvency Act CAP 53: Attachments and other forms of execution against company in liquidation to be void
If a company is being liquidated by the Court, any attachment, sequestration, distress or execution instigated against the assets of the company after the commencement of the liquidation is void.
- Section 431 of Insolvency Act CAP 53: When liquidation of company by the Court commences
(1) If, before the making of an application for the liquidation of a company by the Court, a resolution has been passed by the company for liquidating the company voluntarily— (a) the liquidation commences at the time of the passing of the resolution; and
(b) unless the Court, on proof of fraud or...
- Section 432 of Insolvency Act CAP 53: Consequences of liquidation order
(1) Within seven days after a liquidation order is made in respect of a company, the company shall lodge a copy of the order with the Registrar for registration and also lodge a copy of it with the Official Receiver.
(2) When a liquidation order has been made or a provisional liquidator has been...
- Section 433 of Insolvency Act CAP 53: Official Receiver may require certain persons to submit statement relating to company's affairs
(1) If the Court has made a liquidation order or appointed a provisional liquidator in respect of a company, the Official Receiver may require some or all of the prescribed persons to make out and submit to the Official Receiver a statement of affairs relating to the company.
(2) Those prescribed...
- Section 434 of Insolvency Act CAP 53: Duty of Official Receiver to conduct investigation into failure of company
(1) On the making of a liquidation order, the Official Receiver shall conduct an investigation—
(a) if the company has failed,to discover why the company failed; and
(b) generally, to investigate the promotion, formation, business, dealings and affairs of the company,
and to make such report (if...
- Section 435 of Insolvency Act CAP 53: Public examination of officers and former officers of company
(1) If a company is being liquidated by the Court, the Official Receiver may, at any time before the dissolution of the company, apply to the Court for the public examination of any person who— (a) is or has been an officer of the company;
(b) has acted as provisional liquidator, liquidator or...
- Section 436 of Insolvency Act CAP 53: Consequences of failure to attend public examination
(1) A person who, without reasonable excuse, fails at any time to attend the person's public examination under section 435 is guilty of a contempt of Court and is liable to be punished accordingly (in addition to any other punishment to which the person may be subject).
(2) If a person fails...
- Section 437 of Insolvency Act CAP 53: Appointment and powers of provisional liquidator
(1) The Court may appoint a provisional liquidator either on or after, or at any time before, the making of a liquidation order in respect of a company.
(2) Only the Official Receiver or an authorised insolvency practitioner is eligible for appointment as a provisional liquidator.
(3) A...
- Section 438 of Insolvency Act CAP 53: Functions and powers of Official Receiver in relation to office of liquidator
(1) Subsections (2) to (7) have effect, subject to section 441 when the Court makes an order for the company to be liquidated.
(2) The Official Receiver becomes the liquidator of the company and continues in office until some other person becomes liquidator under this Part.
(3) The Official...
- Section 439 of Insolvency Act CAP 53: Power of Official Receiver to appoint liquidator in certain cases
(1) In the case of a liquidation ordered by the Court, the Official Receiver (being the liquidator) may, at any time, appoint a qualified person as liquidator instead.
(2) If meetings are held in accordance with a decision under section 438(5)(a), but no person is chosen to be liquidator as a...
- Section 440 of Insolvency Act CAP 53: Creditors' choice to prevail if meetings of creditors and contributors nominate different liquidators
(1) If a company is being liquidated by the Court and separate meetings of the company's creditors and the company's contributories are convened for the purpose of choosing a person to be liquidator of the company, the creditors and the contributories at their respective meetings may nominate a...
- Section 441 of Insolvency Act CAP 53: Appointment of liquidator by the Court following administration or voluntary arrangement
(1) If a liquidation order is made immediately on the appointment of an administrator ceasing to have effect, the Court may appoint as liquidator of the company the person whose appointment as administrator has ceased to have effect.
(2) If a liquidation order is made at a time when there is a...
- Section 442 of Insolvency Act CAP 53: Creditors' meeting may appoint liquidation committee
(1) If, after a liquidation order has been made, separate meetings of creditors and contributories have been convened for the purpose of choosing a person to be liquidator, those meetings may establish
a liquidation committee to perform the functions imposed and to exercise the powers conferred...
- Section 443 of Insolvency Act CAP 53: General functions of liquidator when company is liquidated by the Court
(1) The functions of the liquidator of a company that is being liquidated by the Court are—
(a) to ensure that the assets of the company are realised and distributed to the company's creditors; and
(b) if there is a surplus, to distribute the surplus to the persons entitled to it.
(2) If the...
- Section 444 of Insolvency Act CAP 53: Liquidator to assume control of company's property when liquidation order made
When—
(a) a liquidation order has been made; or
(b) a provisional liquidator has been appointed, in respect of a company, the liquidator or the provisional liquidator shall assume control of all the property to which the company is or appears to be entitled.
- Section 445 of Insolvency Act CAP 53: Company's property to vest in liquidator
(1) When a company is being liquidated by the Court, the Court may, on the application of the liquidator, by order direct all or any part of the property belonging to the company or held by trustees on its behalf to vest in the liquidator in that capacity.
(2) On the making of such an order, the...
- Section 446 of Insolvency Act CAP 53: Duty of liquidator to convene final general meeting of company's creditors
(1) If, in the case of a company that is being liquidated by the Court, the liquidator (not being the Official Receiver) is satisfied that the liquidation of the company is for all practical purposes complete, the liquidator shall convene a final general meeting of the company's creditors.
(2) At...
- Section 447 of Insolvency Act CAP 53: Power of the Court to stay liquidation
(1) On the application of the liquidator, the Official Receiver or any creditor or contributory, and on proof to the satisfaction of the Court that all proceedings in the liquidation ought to be stayed, the Court may, at any time after an order for liquidation is made, make an order staying the...
- Section 448 of Insolvency Act CAP 53: Settlement of list of contributories and application of assets
(1) As soon as practicable after making a liquidation order, the Court shall—
(a) settle a list of contributories, with power to rectify the register of members in all cases in which rectification is required; and
(b) take all practicable steps to have the company's assets collected, and applied...
- Section 449 of Insolvency Act CAP 53: Recovery of debts due from contributory to company
(1) At any time after making a liquidation order, the Court may make an order in respect of any contributory who is for the time being on the list of contributories requiring the contributory to pay, in accordance with the order, an amount due from the contributory (or from the estate of the person...
- Section 450 of Insolvency Act CAP 53: Power of the Court to make calls from contributories
(1) At any time after making a liquidation order, and either before or after the Court has ascertained the sufficiency of the company's assets, it may—
(a) make calls on all or any of the contributories for the time being settled on the list of the contributories (to the extent of their liability)...