(1) In this Part, a director is connected with a body corporate if, but only if, the director and the persons connected with the director together— (a) are interested in shares comprised in the equity share capital of the body corporate of a nominal value equal to at least twenty percent of that...
(1) For the purposes of this Part, a director of a company is taken to control a body corporate if, but only if— (a) the director or any person connected with the director— (i) has an interest in any part of the equity share capital of that body; or (ii) is entitled to exercise or control the...
For the purposes of this Part— (a) bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and (b) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
A reference in this Part to a company’s constitution includes— (a) any resolution or other decision made in accordance with the constitution; and (b) any decision by the members of the company, or a class of members, that is, because of any enactment or rule of law, treated as equivalent to a...
(1) A private company is required to have at least one director. (2) A public company is required to have at least two directors.
(1) A company is required to have at least one director who is a natural person. (2) Subsection (1) is complied with if the office of director is held by a natural person as a corporation sole or otherwise by holding a specified office.
(1) On forming the opinion that a company is in breach of section 128 or 129,the Registrar may give the company a direction in accordance with subsection (2). (2) A direction is in accordance with this subsection if it specifies— (a) the statutory requirement of which the company appears to be in...
(1) A person who has not reached eighteen years of age may not be appointedto be a director of a company. (2) An appointment made in contravention of subsection (1) is void.
(1) A public company shall ensure that at a general meeting of the company amotion for the appointment of two or more persons as directors of the company by a single resolution is moved only if a resolution that it should be so moved has first been agreed to by the meeting without any vote being...
(1) The acts of a director are valid even if it is later discovered that— (a) the appointment of the director was defective; or (b) the director— (i) was disqualified from holding office; (ii) had ceased to hold office; or (iii) was not entitled to vote on the relevant matter. (2) The acts of...
(1) Every company shall keep a register of its directors. (2) A company shall ensure that its register of directors complies with sections135 and 136. (3) A company shall keep its register of directors open for inspection at its registered office or at some other place prescribed or authorised by...
(1) A company's register of directors is required to contain the following particulars in respect of a director who is a natural person— (a) the person's name and any former name; (b) a service address; (c) the country or state (or part of Kenya) in which the person is usually resident; (d) the...
If a director of a company is a body corporate, a company’s register of directors is required to contain the following particulars in respect of the body— (a) the body's corporate name; (b) the registered or principal office of the body; (c) particulars of— (i) the legal form of the body and the...
(1) Every company shall keep a register of directors' residential addresses that contains the usual residential address of each of the company's directors. (2) If a director's usual residential address is the same as the director's service address (as stated in the company's register of directors),...
(1) Within fourteen days after— (a) a person is appointed or ceases to hold appointment as a director of a company; or (b) any change occurs in the particulars contained in a company's register of directors or its register of directors' residential addresses, the company shall give notice to the...
(1) A company may, by ordinary resolution at a meeting, remove a director before the end of the director's period of office, despite anything to the contrary in any agreement between the company and the director. (2) However, a special notice is required for a resolution to remove a director under...
(1) The general duties specified in this Division are owed by a director of a company to the company. (2) A person who ceases to be a director continues to be subject to— (a) the duty in section 146 with respect to the exploitation of any property, information or opportunity of which the person...
(1) On receipt of notice of a motion for a resolution to remove a director undersection 139, the company shall send a copy of the notice to the director concerned. (2) The director, whether or not a member of the company may be heard on the discussion of the motion at the meeting. (3) Subsection...
A director of a company shall— (a) act in accordance with the constitution of the company; and (b) only exercise powers for the purposes for which they are conferred.
(1) A director of a company shall act in the way in which the director considers, in good faith, would promote the success of the company for the benefit of its members as a whole, and in so doing the director shall have regard to— (a) the long term consequences of any decision of the...
(1) A director of a company shall exercise independent judgment. (2) The duty under subsection (1) is not infringed by the director acting— (a) in accordance with an agreement duly entered into by the company that restricts the future exercise of discretion by its directors; or (b) in a way...
In performing the functions of a director, a director of a company shall exercise the same care, skill and diligence that would be exercisable by a reasonably diligent person with— (a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions...
(1) A director of a company shall avoid a situation in which the director has, or can have, a direct or indirect interest that conflicts, or may conflict, with the interests of the company. (2) Subsection (1) applies in particular to the exploitation of— (a) any property; (b) confidential...
(1) A person who is a director of a company shall not accept a benefit from a third party if the benefit attributable— (a) to the fact that the person is a director of the company; or (b) to any act or omission of the person as a director. (2) Benefits received by a director from a person by whom...
(1) The consequences of breach (or threatened breach) of the general duties ofdirectors set out in this Division are the same as would apply if the corresponding common law rule or equitable principle applied. (2) Those duties (with the exception of the duty set out in section 145) are enforceable...
Except as otherwise provided, more than one of the general duties may apply to a director in any given case.
(1) If— (a) section 146 is complied with by authorisation by the directors; or (b) section 151 is complied with, the transaction or arrangement is not liable to be set aside because of any common law rule or equitable principle requiring the consent or approval of the members of the...
(1) If a director of a company is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, or in a transaction or arrangement that the company has already entered into, the director shall declare the nature, and extent of that interest— (a) to the...
(1) A director who is required to make a declaration of interest shall give a notice to the other directors. (2) The director may give the notice in hard copy form or, if the recipient has agreed to receive it in electronic form, in an agreed electronic form. (3) A notice required by subsection...
(1) A general notice given in accordance with this section is a sufficient declaration of interest in relation to the matters to which it relates. (2) A general notice is a notice given to the directors of a company that the director giving the notice— (a) has an interest as a member, officer,...