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Browse Acts ↓(1) A public company shall not allot shares as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash if the consideration for the allotment is or includes an undertaking that is to be, or could be, performed more than five years after the date of the allotme…
(1) Except as provided by subsection (2), a person who becomes a holder of shares in respect of which— (a) there has been a contravention of a provision of this Division; and (b) because of that contravention another person is liable to pay an amount under the provision contravened, is also liable t…
(1) This section applies in relation to liability under section 360(2), 362(3) or (4) or 366 as it applies in relation to a contravention of those sections. (2) A person who— (a) is subject to any such liability to a company in relation to payment in respect of shares in the company; or (b) is subje…
If a company contravenes a provision of section 356, 361, 362 or 362, the company, and each officer of the company who is in default, commits an offence and on conviction are each liable to a fine not exceeding one million shillings.
(1) For the purpose of this Division, the appropriate rate of interest is— (a) five percent; or (b) if some other rate is fixed under subsection (2), that rate of interest. (2) The Cabinet Secretary may, by order published in the Gazette, vary the rate specified in subsection (1)(a) or fixed under s…
(1) A public company shall not allot shares as fully or partly paid up (as to their nominal value or any premium on them) otherwise than in cash unless— (a) the consideration for the allotment has been independently valued in accordance with the provisions of this Division; (b) the valuer's report h…
(1) Section 368 does not apply to the allotment of shares by a company in connection with an arrangement for the allotment of shares in the company on terms that the whole or part of the consideration for the shares allotted is to be provided— (a) by the transfer to the company; or (b) by the cancel…
(1) Section 368 does not apply to the allotment of shares by a company in connection with a proposed merger with another company. (2) For the purpose of subsection (1), a proposed merger exists when onecompany proposes to acquire all the assets and liabilities of another company in exchange for the…
(1) Part XLI applies to the valuation and report required by section 368. (2) The valuer shall specify in the report— (a) the nominal value of the shares to be wholly or partly paid for by the relevant consideration; (b) the amount of any premium that is payable on the shares; (c) the description of…
(1) A company to which a report is made under section 368 as to the value of any consideration for which, or partly for which, it proposes to allot shares shall lodge a copy of the report to the Registrar for registration. (2) The company shall lodge the copy at the same time as it lodges the return…
(1) A public company formed as such shall not enter into an agreement—(a) with a person who is a subscriber to the company's memorandum; (b) for the transfer by the person to the company or another, before the end of the company's initial period; and (c) under which the consideration for the transfe…
(1) The following conditions are conditions that are required to be complied with for the purpose of section 373— (a) that the consideration to be received by the company, and any consideration other than cash to be given by the company, has been independently valued in accordance with this Division…
(1) Part XLI applies to the valuation and report required by section 374. (2) In the report, the valuer shall specify— (a) the consideration to be received by the company, describing the relevant asset (specifying the amount to be received in cash) and the consideration to be given by the company (s…
(1) The following conditions are further conditions that are required to be complied with for the purpose of section 374— (a) that the terms of the agreement have been approved by an ordinary resolution of the company; (b) that the requirements of subsection (3) relating to the circulation to member…
(1) Within fourteen days after a company passes a resolution with respect tothe transfer of a non-cash asset, the company shall lodge with the Registrar for registration a copy of the resolution, together with a copy of the relevant valuer’s report. (2) If a company fails to comply with subsection (…
Sections 373 to 377 apply with the following modifications in relation to a company whose conversion into a public company has been registered by the Registrar— (a) the reference in section 373(1)(a) to a person who is a subscriber to the company's memorandum is a reference to a person who is a memb…
(1) If a public company enters into an agreement in contravention of section373 and either— (a) the other party to the agreement has not received the valuer's report required to be sent to that party; or (b) there has been some other contravention of the requirements of this Division that the other…
(1) If a person becomes a holder of shares in respect of which— (a) section 368 has been contravened; and (b) because of that contravention another person is liable to pay an amount under the provision contravened, that person is also liable to pay that amount (jointly and severally with any other p…
(1) A person who— (a) is liable to a company under a provision of this Division make a payment for shares in the company; or (b) is liable to a company because of an undertaking given to it in; or in connection with, a payment for shares in the company, may apply to the Court to be exempted from the…
If a company contravenes section 368 or 373, the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding five hundred thousand shillings.
(1) An undertaking given by any person, in or in connection with payment forshares in a company, to do work or perform services or to do any other thing, if it is enforceable by the company apart from this Division, is so enforceable by the company apart from this Division, is so enforceable even th…
(1) For the purposes of this Division the “appropriate rate” of interest is—(a) five percent per year; or (b) if some other rate is specified by order made under subsection (2), that other rate. (2) The Cabinet Secretary may, by order published in the Gazette, specify a rate for the purpose of subse…
In this Division— “arrangement” includes any agreement or scheme, and in particular includes an arrangement approved in accordance with— (a) Part XXXIV; or (b) any provision of laws relating to insolvency prescribed by the regulations for the purposes of this Division; “company", except in relation…
(1) If a company issues shares at a premium (whether for cash or otherwise),the company shall— (a) if it has not already done so, establish an account to be called the share premium account; and (b) transfer to that account an amount equal to the aggregate amount or value of the premiums on those sh…
(1) This section applies if an issuing company that is a wholly-owned subsidiary of a holding company allots shares— (a) to the holding company; or (b) to another wholly-owned subsidiary of the holding company, in consideration for the transfer to the issuing company of non-cash assets of a company…
(1) This section applies if an issuing company acquires at least a ninety percent equity holding in another company under an arrangement providing for the allotment of equity shares in the issuing company on terms that the consideration for the shares allotted is to be provided— (a) by the issue or…
(1) This section applies for the purpose of determining whether a company has, for the purposes of section 388, acquired at least a ninety percent equity holding in another company under an arrangement referred to in subsection (1) of that section. (2) For the purpose referred to in subsection (1),…
The regulations may prescribe provisions for either or both of the following— (a) for relieving companies from the requirements of section 386 in relation to premiums other than cash premiums; (b) for restricting or otherwise modifying any relief from those requirements provided by this Division.
If an amount that corresponds to the amount representing the premiums, or part of the premiums, on shares issued by a company that, as a result of relief (if any) under this Division, is not included in the company’s share premium account, the amount can also be disregarded in determining the amount…
(1) For the purposes of this Act, shares are of one class if the rights attachedto them are in all respects uniform. (2) For purposes of subsection (1), the rights attached to shares are not to be regarded as different only because they do not carry the same rights to dividends during the twelve mon…