The Companies Act No. 17 Of 2015 in Kenya

(1) In this Part, “distribution” means every description of distribution of the assets of a company to its members (whether in cash or otherwise) subject to the exceptions in subsection (2). (2) The following are not distributions for the purposes of this Part— (a) an issue of shares as fully or...

(1) A company may make a distribution only out of profits available for thepurpose. (2) The profits of a company available for distribution are— (a) its accumulated, realised profits (so far as not previously utilised by distribution or capitalisation), less— (b) its accumulated, realised losses...

(1) A public company may make a distribution only— (a) if the amount of its net assets is not less than the aggregate of its called-up share capital and undistributable reserves; and (b) if, and to the extent that, the distribution does not reduce the amount of those assets to less than that...

(1) Whether a distribution may be made by a company without contravening this Part is determined by reference to the following items as stated in the relevant financial statements— (a) profits, losses, assets and liabilities; (b) provisions of a kind specified for the purposes of this section by...

(1) In determining whether a proposed distribution may be made by a company in a case in which— (a) one or more previous distributions have been made in pursuance of a determination made by reference to the same relevant financial statements; or (b) relevant financial assistance has been given, or...

(1) If development costs are shown or included as an asset in a company’saccounting records, any amount shown or included in respect of those costs is to be treated for the purposes of section 486 as a realised loss. (2) Subsection (1) does not apply to any part of that amount representing...

In determining for the purposes of this Part whether a company has made a profit or loss in respect of an asset when— (a) there is no record of the original cost of the asset; or (b) a record cannot be obtained without unreasonable expense or delay, its cost is taken to be the value ascribed to it...

(1) This section applies for determining the amount of a distribution consisting of or including, or including or treated as arising in consequency of, the sale, transfer or other disposition by a company of a non-cash asset if— (a) at the time of the distribution, the company has profits available...

(1) This section applies if— (a) a company makes a distribution consisting of or including, or treated as arising in consequence of, the sale, transfer or other disposition by the company of a non-cash asset; and (b) any part of the amount at which that asset is stated in the relevant accounts...

(1) This section applies to a distribution, or part of a distribution, that is made by a company to one of its members in contravention of this Part. (2) If, at the time of the distribution, the member knew or had reasonable grounds for believing that a distribution to which this section applies...

A certificate duly executed in accordance with section 37 specifying any shares held by a member is, in the absence of proof to the contrary, evidence of the member’s title to the shares.

(1) A company shall, within two months after the allotment of any of its shares, debentures or debenture stock, complete and have ready for delivery— (a) the certificates of the shares allotted; (b) the debentures allotted; or (c) the certificates of the debenture stock allotted. (2) Subsection...

(1) A company may register a transfer of shares in or debentures of thecompany only if a proper document of transfer has been delivered to it. (2) Except as provided by subsection (3), a purported registration of a transferof shares or debentures in contravention of subsection (1) is...

(1) As soon as practicable (and in any case not later than two months) after the date on which a transfer of a company’s shares or debentures is lodged with it, the company shall either— (a) register the transfer; or (b) if it refuses to register the transfer, give the transferee a notice of the...

(1) On the application of the transferor of any share or interest in a company,the company shall enter in its register of members the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee. (2) A company that,...

A document of transfer of the share or other interest of a deceased member of a company— (a) can be made by the deceased member's executor or administrator even though the executor or administrator is not a member of the company; and (b) is as effective as if the executor or administrator had been...

(1) If a document produced to a company is by law sufficient evidence of thegrant of— (a) probate of the will of a deceased person; (b) letters of administration, of the estate of a deceased person; or (c) confirmation as executor of a deceased person, the company is obliged to accept the...

(1) A certificate issued by a company in relation to a transfer of shares in, or of debentures of, the company is to be taken to be a representation by the company to any person acting on the faith of the certificate that there have been produced to the company such documents as on their face show...

(1) A company shall, within two months after the date on which a transfer of any of its shares, debentures or debenture stock is lodged with the company, complete and have ready for delivery— (a) the certificates of the shares transferred; (b) the debentures transferred; or (c) the certificates...

(1) Irrespective of whether a company limited by shares purports to be authorised by its articles to issue with respect to any fully paid shares a share warrant stating that the bearer of the share warrant is entitled to the shares specified in it, the company may no longer issue such share warrants...

(1) If a company is failing to comply with section 496 (1), any person claiming to be affected by the failure may serve on the company a notice requiring it to rectify the failure without delay and in any case within ten days after the service of the notice. (2) If a company that is served with a...

(1) Regulations may be made for the purpose of this Division to enable title to securities to be evidenced and transferred without a written document. (2) In particular, those regulations may— (a) prescribe procedures for recording and transferring title to securities; and (b) regulate those...

(1) Regulations made for the purpose of this Division may— (a) enable the members of a company or of any designated class of companies to adopt, by ordinary resolution, arrangements under which title to securities is required to be evidenced or transferred or both without a written document;...

(1) The Cabinet Secretary may, by order— (a) designate classes of companies for the purposes of section 507; (b) provide that, in relation to securities of a specified description— (i) in a designated class of companies; or (ii) in a specified company or class of companies, specified provisions...

Regulations purporting to be made under sections 506 or 507, and an order purporting to be made under section 508, are invalid unless the Cabinet Secretary has previously carried out such consultation as in the Cabinet Secretary's opinion are appropriate.

(1) For the purposes of this Part, an offer to the public includes an offer to any section of the public, however selected. (2) An offer is not regarded as an offer to the public if it can properly be regarded as— (a) not being likely to result, directly or indirectly, in securities of the company...

(1) A private company limited by shares or a company limited by guarantee shall not— (a) offer to the public any securities of the company; or (b) allot or agree to allot any securities of the company with a view to their being offered to the public. (2) Unless the contrary is proved, an...

(1) If a member or creditor of a company, or the Attorney-General, alleges thata company is proposing to act in contravention of section 511, the member, creditor or Attorney-General may apply to the Court for an order under this section. (2) If, on the hearing of an application under subsection...

(1) If a member or creditor of a company, or the Attorney-General, alleges that a company is contravening, or has contravened, section 511, the member, creditor or Attorney General may apply to the Court for an order under this section. (2) A person is eligible to make an application under...

(1) An order is a remedial order for the purpose of this section if it is made in order to place a person affected by a contravention of section 511 in the position in which the person would have been in had the contravention not occurred. (2) If a private company has— (a) allotted securities as a...