The Companies Act No. 17 Of 2015 in Kenya

(1) The appointment of a proxy to vote on a matter at a meeting of a companyauthorises the proxy to demand, or join in demanding, a poll on that matter. (2) In applying section 295 to a proxy of a member of a company— (a) for the purpose of subsection (2)(a) of that section—a demand by a proxy...

(1) A member of a company who has appointed a person to act as a proxy of the member may terminate the appointment by notice. (2) The termination of the appointment of a person to act as proxy does not affect— (a) whether the person counts in deciding whether there is a quorum at a meeting of the...

Sections 298 to 304 do not prevent a company’s articles from conferring more extensive rights on members or proxies than those conferred by those sections.

If a resolution is passed at an adjourned general meeting of a company, the resolution is for all purposes to be treated as having been passed on the date on which it was in fact passed, and may not be treated as having been passed on an earlier date.

(1) If a company has given an electronic address in a notice conveninga general meeting, any document or information relating to proceedings at the meeting can be sent by electronic means to that address subject to the conditions or limitations (if any) specified in the notice. (2) If a company has...

(1) Subject to subsection (2) and (3), Division 3 applies, with necessary modifications, to a meeting of holders of a class of shares of a company as it applies to a general meeting of the company. (2) Sections 277 to 280 do not apply to a meeting of holders of a class of shares. (3) In addition...

(1) Subject to subsection (2) and (3), Division 3 applies, with necessary modifications, to a meeting of holders of a class of members of a company having no share capital as it applies to a general meeting of the company. (2) Sections 277 to 280 do not apply to a meeting of class of members of a...

(1) Every public company shall hold a general meeting as its annual general meeting within six months from and including the day following its accounting reference date in each year, whether or not it holds other meetings during that period. (2) A company that fails to comply with subsection (1) as...

(1) A public company shall state in the notice convening an annual generalmeeting of the company that the meeting is an annual general meeting. (2) An annual general meeting may be convened by shorter notice than thatrequired by section 281(2) or by the company's articles, if all the members...

(1) The members of a public company may require the company to give to members of the company who are entitled to receive notice of the next annual general meeting a notice of a resolution that is proposed to be moved at that meeting. (2) A public company is not required to give notice of a...

(1) A company that is required under section 312 to give notice of a resolutionshall send a copy of the resolution to each member of the company entitled to receive notice of the annual general meeting— (a) in the same manner as notice of the meeting; and (b) at the same time as, or as soon as...

(1) The members who requested the circulation of the resolution need not paythe expenses of the company in complying with section 313 if requests sufficient to require the company to circulate it are received before the end of the financial year preceding the meeting. (2) If subsection (1) does not...

(1) If a poll is taken at a general meeting of a general meeting of a quotedcompany, the company shall ensure that the following information is made available on a website— (a) the date of the meeting; (b) the text of the resolution or a description of the subject matter of the poll; (c) the...

(1) A quoted company shall make the information referred to in section 315 (1) available on a website that— (a) is maintained by or on behalf of the company; and (b) identifies the company. (2) The company shall not make access to the information on the website, and the ability to obtain a hard...

(1) Every company shall keep records comprising— (a) copies of all resolutions of members passed otherwise than at general meetings; (b) minutes of all proceedings of general meetings; and (c) details provided to the company in accordance with section 319. (2) The company shall keep the records...

(1) This section applies to the records kept in accordance with section 317. (2) The record of a resolution passed otherwise than at a general meeting, if purporting to be signed by a director of the company or by the company secretary, is evidence of the passing of the resolution. (3) If a record...

(1) This section applies to a company that is limited by shares or by guaranteeand has only one member. (2) If a company to which this section applies takes a decision that— (a) can be taken by the company at a general meeting; and (b) has effect as if agreed by the company at a general meeting,...

(1) This section applies— (a) to a company that is required to keep records in accordance with section 317; and (b) to those records. (2) Except in so far as the regulations otherwise provide, a company to which this section applies shall keep its records available for inspection at its...

This Division applies, with necessary modification, in relation to resolutions and meetings of— (a) holders of a class of shares; and (b) in the case of a company without a share capital, a class of members, as it applies in relation to resolutions of members generally and to general meetings.

(1) The shares of a company may not be converted into stock. (2) An attempt to convert a company's shares into stock has no effect.

The shares or other interest of a member in a company are personal property and are not in the nature of real estate.

(1) Shares in a limited company having a share capital are each required tohave a fixed nominal value. (2) Shares in a limited company having a share capital are required to bedenominated in shillings. (3) An allotment of shares that does not comply with subsection (1) or (2) is void. (4) If, at...

(1) Except as provided by subsections (2) and (3), a company that has ashare capital shall ensure that each of its shares is distinguished by an appropriate distinguishing number. (2) If all of the issued shares in a company are fully paid up and rank equallyfor all purposes, they do not require...

The shares and any other interests of a member in a company are transferable in accordance with the company’s articles.

(1) The directors of a company shall not exercise a power of the company—(a) to allot shares in the company; or (b) to grant rights to subscribe for, or to convert any security into, shares in the company, except in accordance with section 328 or 329. (2) Subsection (1) does not apply— (a) to the...

If a private company has only one class of shares, the directors may exercise any power of the company— (a) to allot shares of that class; or (b) to grant rights to subscribe for or to convert any security into such shares, except to the extent that they are prohibited from doing so by the...

(1) The directors of a company may exercise a power of the company to—(a) allot shares in the company; or (b) grant rights to subscribe for or to convert any security into shares in the company, only if they are authorised to do so by a resolution of the company. (2) An authorisation under...

(1) Except as permitted by section 331, a company shall not apply any of itsshares or capital money, either directly or indirectly, in payment of any commission, discount or allowance to any person in consideration of the person— (a) subscribing or agreeing to subscribe, whether absolutely or...

A company may pay a commission to a person in consideration of the person— (a) subscribing or agreeing to subscribe whether 40 absolutely or conditionally for shares in the company; or (b) procuring or agreeing to procure subscriptions, whether absolute or conditional, for shares in the...

(1) A company shall register an allotment of shares as soon as practicable andin any event within two months after the date of the allotment. (2) If a company fails to comply with subsection (1), the company, and eachofficer of the company who is in default, commit an offence and on conviction are...