The Companies Act No. 17 Of 2015 in Kenya

Nothing in this Part affects the validity of an allotment or sale of securities or of an agreement to allot or sell securities.

(1) A company that is a public company shall not conduct business or exercise a borrowing power unless the Registrar has issued it with a trading certificate under this section. (2) On receiving an application made by a public company under section 517,the Registrar shall issue a trading...

(1) A public company that wishes to obtain a trading certificate shall make an application in writing to the Registrar. (2) The Registrar shall refuse such an application if it does not— (a) state that the nominal value of the company allotted share capital of the company is not less than the...

For the purposes of sections 516 and 517, the authorised minimum in relation to the nominal value of a public listed company's allotted share capital is six million seven hundred and fifty thousand shillings.

(1) If a company does business or exercises any borrowing powers incontravention of section 516, the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to fine not exceeding one million shillings. (2) A contravention of section 516 does...

(1) A limited company having a share capital may issue redeemable sharesthat are to be redeemed, or are liable to be redeemed, at the option of the company or the shareholder. (2) The articles of a private limited company may exclude or restrict the issueof redeemable shares. (3) A public limited...

(1) The directors of a limited company may determine the terms, conditions and manner of redemption of shares if they are authorised to do so— (a) by the company's articles; or (b) by a resolution of the company. (2) A resolution under subsection (1)(b) may be an ordinary resolution, evenif it...

(1) Redeemable shares of a limited company can be redeemed only if theyare fully paid. (2) The terms of redemption of shares in a limited company may provide that the amount payable on redemption can, by agreement between the company and the holder of the shares, be paid on a date later than the...

(1) Redeemable shares of a limited company can be redeemed only out of—(a) distributable profits of the company; or (b) the proceeds of a fresh issue of shares made for the purposes of the redemption. (2) Subject to subsection (5), any premium payable on redemption of shares in a limited company...

If shares in a limited company are redeemed— (a) the shares are cancelled by operation of this section; and (b) the amount of the issued share capital of the company is diminished by the nominal value of the shares redeemed.

(1) Within one month after a company has redeemed any redeemable shares, the company shall lodge with the Registrar for registration a notice specifying the shares that have been redeemed. (2) The company shall attach to, or enclose with, the notice a statement of capital that complies with...

(1) This section applies to a purchase or acquisition of shares by a limited company of its own shares in accordance with this Act and— (a) the purchase or acquisition is made out of distributable profits; and (b) the shares are qualifying shares. (2) Shares are qualifying shares for the purpose...

(1) If a company has shares of only one class, the company shall ensure that the aggregate nominal value of shares held as treasury shares does not at any time exceed ten per cent of the nominal value of the issued share capital of the company at that time. (2) If the share capital of a company is...

(1) This section applies to a company that holds shares as treasury shares. (2) The company may not exercise any right in respect of the treasury shares,including any right to attend or vote at company meetings. (3) Any purported exercise of such a right is void. (4) No dividend can be paid, and...

(1) A company that holds shares as treasury shares may, at any time— (a) sell the shares, or any of them, for a cash consideration; or (b) transfer the shares, or any of them, for the purposes of or in accordance with an employees' share scheme. (2) In subsection (1)(a), "cash consideration"...

(1) Within one month after shares held by a company as treasury shares—(a) are sold; or (b) are transferred for the purposes of an employees' share scheme, the company shall lodge with the Registrar for registration a return that complies with subsection (2). (2) A return complies with this...

(1) A company that holds shares may at any time cancel all or any of the shares. (2) As soon as shares held by a company as treasury shares cease to bequalifying shares, the company shall cancel them. (3) For purpose of subsection (2), shares do not cease to be qualifying sharesonly because...

(1) Within one month after shares held by a company as treasury shares are cancelled, the company shall lodge with the Registrar for registration a return that specifies in relation to shares of each class cancelled— (a) the number and nominal value of the shares; and (b) the date on which they...

(1) This section applies when shares held by a company as treasury shares are sold. (2) If the proceeds of the sale are equal to or less than the purchase price paid by the company for the shares, the proceeds are, for the purposes of Part XVII, taken to be a realised profit of the company. (3) If...

(1) If a company that holds or held shares as treasury shares fails to complywith a requirement of this Part, 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, after...

(1) This Part applies only to public companies. (2) This Part applies to the issued shares of a public company, or the issuedshares of a class shares of a public company, that confer rights to vote in all circumstances at general meetings of the company (including shares held as treasury...

(1) A public company may give notice under this section to any person whom the company knows or reasonably believes— (a) holds an interest in the company's shares; or to have held such an interest at any time during the three years immediately preceding the date on which the notice is...

(1) If— (a) a notice under section 536 is served by a company on a person who holds or held interests in shares of the company; and (b) the person fails to give the company the information required by the notice within the period specified in it, the company may apply to the Court for an order...

(1) A person who— (a) fails to comply with a notice under section 536;or (b) in purported compliance with such a notice— (i) makes a statement that the person knows to be false in a material particular; or (ii) recklessly makes a statement that is false in a material particular, commits an...

(1) A person is not obliged to comply with a notice given under 536 if the personis for the time being examined by the Cabinet Secretary from the operation of that section. (2) The Cabinet Secretary may grant any such exemption only if— (a) deleted by Act No. 28 of 2017, s. 34; (b) the Cabinet...

(1) The effect of an order under section 537 that shares are subject to restrictions is as follows— (a) a transfer of the shares is void; (b) no voting rights are exercisable in respect of the shares; (c) no further shares may be issued in right of the shares or in accordance with an offer made...

(1) This section applies if shares are subject to restrictions imposed by an order under section 537. (2) A person who— (a) exercises or purports to exercise a right— (i) to dispose of shares that to the person's knowledge, are for the time being subject to restrictions; or (ii) to dispose of a...

(1) If an order of the Court directs shares to be subject to restrictions, thecompany or any person aggrieved may make an application to the Court on the ground that the order unfairly affects the rights of third persons in relation to the shares. (2) On the hearing of an application made under...

(1) An application may be made to the Court for an order directing that the shares are to cease to be subject to restrictions. (2) An application for an order under this section may be made by the company or by any person aggrieved. (3) The Court may make an order under this section only...

(1) The Court may order that the shares subject to restrictions be sold, subjectto the Court’s approval as to the sale. (2) An application for an order under subsection (1) may only be made by thecompany. (3) If the Court has made an order under this section, it may make such furtherorder relating...