The Companies Act No. 17 Of 2015 in Kenya

The objects of this Act are to facilitate commerce, industry and other socioeconomic activities by enabling one or more natural persons to incorporate as entities with perpetual succession, with or without limited liability, and to provide for the regulation of those entities in the public...

(1) In this Act, unless the context otherwise requires— “address” includes— (a) a fax number, e-mail address or any other electronic address used for the purposes of sending or receiving documents or information by electronic means; and (b) a postal and physical address; "administrator”, in...

(1) For the purposes of paragraph (a) of the definition of "holding company" in section 3(1), a company controls the composition of another company's board of directors if it has power to appoint or remove all, or a majority, of that other company's directors without any other person's...

For the purposes of this Act, a company is a limited company if it is a company limited by shares or by guarantee.

(1) For the purposes of this Act, a company is a company limited by shares if the liability of its members is limited by the company's articles to any amount unpaid on the shares held by the members. (2) For the purposes of subsection (1), the liability of the members of an existing company is...

(1) For the purposes of this Act, a company is a company limited by guarantee if— (a) it does not have a share capital; (b) the liability of its members is limited by the company's articles to the amount that the members undertake, by those articles, to contribute to the assets of the company...

For the purposes of this Act, a company is an unlimited company if— (a) there is no limit on the liability of its members; and (b) its certificate of incorporation states that the liability of its members is unlimited.

(1) For the purposes of this Act, a company is a private company if— (a) its articles— (i) restrict a member's right to transfer shares; (ii) limit the number of members to fifty; and (iii) prohibit invitations to the public to subscribe for shares or debentures of the company; (iv) requires...

For the purposes of this Act, a company is a public company if— (a) its articles allow its members the right to transfer their shares in the company; (b) its articles do not prohibit invitations to the public to subscribe for shares or debentures of the company; and (c) its certificate of...

(1) One or more persons who wish to form a company may— (a) subscribe their names to a memorandum of association; and (b) comply with the requirements of sections 13 to 16 with respect to registration. (2) A company formed for an unlawful purpose may not be registered.

(1) A memorandum of association is a memorandum stating that the subscribers— (a) wish to form a company under this Act; and (b) agree to become members of the company and, in the case of a company that is to have a share capital, to take at least one share each. (2) A company may not be...

(1) A person who wishes to register a company shall lodge with the Registrar— (a) an application for registration of the company that complies with subsections (2) and (4); (b) a memorandum of association of the company; and (c) except as provided by section 21, a copy of the proposed articles...

(1) If the company is to have a share capital, the applicants for registration shall ensure that the requisite statement of capital and initial shareholding comply with subsections (2) and (3). (2) The statement of capital and initial shareholding complies with this subsection if it states— (a)...

(1) The applicant for registration of a company to be limited by guarantee shall ensure that the requisite statement of guarantee contains the prescribed information to enable the subscribers to the memorandum of association to be identified. (2) The applicant shall also ensure that the...

(1) The applicant for registration shall ensure that the requisite statement of the company's proposed officers complies with subsections (2) and (4). (2) The statement complies with this subsection if it contains the required particulars of— (a) the person who is, or persons who are, to be the...

If satisfied that an application for registration complies with the requirements of this Act relating to registration, the Registrar shall register the company and allocate to it a unique identifying number.

(1) On the registration of a company in accordance with section 17, the Registrar shall issue to the company a certificate of incorporation that complies with this section. (2) A certificate of incorporation complies with this section if it states— (a) the name of the company and its unique...

From the date of incorporation of a company— (a) the subscribers to the memorandum, together with such other persons as may from time to time become members of the company, become a body corporate by the name stated in the certificate of incorporation; (b) the company can do all of the things...

(1) The regulations may prescribe model articles for companies. (2) Different versions of model articles may be prescribed for different descriptions of companies. (3) A company may adopt all or any of the provisions of a prescribed version of model articles. (4) An amendment to regulations...

(1) On the formation of a limited company— (a) if its articles are not registered; or (b) if its articles are registered, in so far as they do not exclude or modify the relevant model articles, the relevant model articles, so far as applicable, form part of the company's articles in the same...

A company may amend its articles only by special resolution.

(1) A member of a company is not bound by an amendment to the articles of a company after the date on which the person became a member, if and so far as the amendment— (a) requires the person to take or subscribe for more shares than the number held by the person at the date on which the...

(1) If a company amends its articles, the company shall lodge with the Registrar for registration a copy of the articles as amended not later than fourteen days after the resolution containing the amendment is passed. (2) This section does not require a company to set out in its articles...

(1) On being satisfied that a company has failed to comply with any provision requiring it— (a) to lodge with the Registrar a document making or evidencing an amendment in the company's articles; or (b) to lodge with the Registrar a copy of the company's articles as amended, the Registrar may...

Provisions that immediately before the commencement of this Part were contained in a company's memorandum of association but are not provisions of the kind referred to in section 12 become provisions of the company's articles on that commencement.

(1) Within fourteen days after a resolution or agreement to which this section applies is passed or made, the company concerned shall lodge with the Registrar for registration— (a) a copy of the resolution or agreement; or (b) in the case of a resolution or agreement that is not in writing, a...

(1) Unless the articles of a company specifically restrict the objects of the company, its objects are unrestricted. (2) If a company amends its articles so as to add, remove or alter a statement of the company's objects— (a) it shall lodge with the Registrar for registration a notice...

(1) A company shall, on being requested to do so by a member of the company, send to the member the following documents— (a) an up-to-date copy of the articles of the company; (b) a copy of any resolution or agreement relating to the company that has been recorded by the Registrar under section...

(1) A company's constitution binds the company and its members to the same extent as if the company and its members had covenanted agreed with each other to observe the constitution. (2) Money payable by a member to the company under its constitution is recoverable in a court of competent...

In the case of a company limited by guarantee, a provision in the articles of the company, or in a resolution of the company, purporting to give a person a right to participate in the divisible profits of the company otherwise than as a member is void.