The Companies Act No. 17 Of 2015 in Kenya

A provision of the articles of a private company is void to the extent that it would have the effect that a resolution that is required by or otherwise provided for in an enactment could not be proposed and passed as a written resolution.

A resolution of members of a company is validly passed at a general meeting if— (a) notice of the meeting and of the resolution is given; and (b) the meeting is held and conducted, in accordance with this Act and the company's articles.

(2) Every company shall convene a general meeting once a year. (3) Subsection (1) does not apply to single member companies. (4) The Registrar may, on the application of the company or for any other reasonthe Registrar thinks fit, extend the period referred to in subsection (1) even if, as a...

The directors of a company may convene a general meeting of the company.

(1) The members of a company may require the directors to convene a general meeting of the company. (2) The directors are required to convene a general meeting as soon as practicable after the company has received requests to do so from— (a) members representing at least the required percentage of...

(1) If requested to convene a general meeting of the company, the directorsshall — (a) do so within twenty-one days from the date on which request was made; and (b) hold the meeting on a date not more than twenty eight days after the date of the notice convening the meeting. (2) If such a request...

(1) If, after having been required to convene a general meeting under section277, the directors fail to do as required by section 278, the members who requested the meeting, or any of them representing more than one half of the total voting rights of all them, may convene a general meeting. (2) If...

(1) This section applies if for any reason it is impracticable— (a) to convene a meeting of a company in any manner in which meetings of that company may be convened; or (b) to conduct the meeting in the manner required by the articles of the company or this Act. (2) The Court may, either on its...

(1) In convening a general meeting (other than an adjourned meeting), a private company shall give a least twenty-one days’ notice. (2) In convening a general meeting, a public company shall give— (a) in the case of its annual general meeting—at least twenty-one days' notice to members; or (b) in...

A company shall give notice of a general meeting— (a) in hard copy form; (b) in electronic form; (c) by means of a website; or (d) partly by one such means and partly by one or more of the other such means.

(1) Notice of a general meeting that is given by a company by means of awebsite is not effective unless it is complies with this section. (2) In notifying its members of the presence on a website of a notice conveninga general meeting, a company shall— (a) state that it concerns a notice of a...

(1) A company shall send a notice of a general meeting of the company to—(a) each member of the company; and (b) each director. (2) In subsection (1), the reference to a member includes any person who isentitled to a share in consequence of the death or bankruptcy of a member, if the company has...

In giving notice of a general meeting, a company shall specify— (a) the time and date of the meeting; (b) the place of the meeting; (ba) in the case of a hybrid or virtual meeting, specify the means of joining and participating in the meeting; and (c) the general nature of the business to be...

(1) If a company fails to comply with a requirement of section 281(1) or (2),282, 283 (2) or (3), 284 (1) or 285, 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. (2) If,...

(1) If a provision of this Act requires a special notice of a resolution to be given, the resolution is not effective unless notice of the intention to move it has been given to the company at least twenty-eight days before the meeting at which it is moved. (2) The company shall, if practicable,...

(1) If a company gives notice of— (a) a general meeting; or (b) a resolution intended to be moved at a general meeting, an accidental failure to give notice to one or more persons is to be disregarded for the purpose of determining whether notice of the meeting or resolution has been duly...

(1) The members of a company may require the company to circulate, to members of the company entitled to receive notice of a general meeting a statement of not more than one thousand words with respect to— (a) a matter referred to in a proposed resolution to be dealt with at that meeting;...

(1) A company that, in accordance with section 289, is required by its membersto circulate a statement shall send to each of its members who is entitled to receive notice of the meeting a copy of the statement— (a) in the same manner as the notice of the meeting; and (b) at the same time as, or as...

(1) The members who requested the statement to be circulated need not paythe expense incurred by the company in complying with section 290 if— (a) the meeting to which the requests relate is an annual general meeting of a public company; and (b) the company receives requests sufficient to require...

(1) In the case of a company limited by shares or guarantee and having onlyone member, one qualifying person present at a meeting constitutes a quorum. (2) In any other case, (subject to the articles of the company) two qualifyingpersons present at a meeting are a quorum, unless— (a) each is a...

(1) The members present at a general meeting of the company may, by ordinaryresolution, elect one of the members to preside at the meeting. (2) Subsection (1) is subject to a provision of the company's articles that states who may or may not be chairperson or preside at a general meeting of the...

(1) On a vote on a resolution at a meeting with a show of hands, the personpresiding at the meeting may declare that the resolution— (a) has or has not been passed; or (b) has passed with a particular majority (2) Such a declaration is conclusive evidence of the result of the voting withoutproof...

(1) A provision of a company’s articles is void to the extent that it would have theeffect of excluding the right to demand a poll at a general meeting on a resolution other than one for— (a) electing the member who is to preside at the meeting; or (b) adjourning the meeting. (2) Except as...

A member who is entitled to cast two or more votes at a poll taken at a general meeting of a company is not obliged to use all of those votes or to cast them all in the same way.

(1) If a body corporate is a member of a company, it may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at a meeting of the company. (2) If the body corporate authorises only one person to act as its...

(1) A member of a company is entitled to appoint another person as themember’s proxy to exercise all or any of the member’s rights to attend and to speak and vote at a meeting of the company. (2) A member of a company that has a share capital may appoint more than one proxy for a meeting provided...

(1) In every notice convening a meeting of a company, the company shallinclude a prominently displayed statement informing the member of— (a) the member's rights under section 298; and (b) any more extensive rights conferred by the company's articles to appoint more than one proxy. (2) Failure to...

(1) If, for the purposes of a meeting, invitations are issued at the expense of the company to members to appoint as a proxy a specified person, or a number of specified persons, the company shall issue the invitations to all members entitled to vote at the meeting. (2) A company complies with...

(1) This section applies to— (a) the appointment of a proxy; and (b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy. (2) A provision of the company's articles is void to the extent that it wouldhave the effect of requiring any such appointment...

(1) A proxy may be elected to preside at a general meeting by a resolution ofthe company passed at the meeting. (2) Subsection (1) is subject to any provision of the company's articles that states who may or who may not be chairperson.