The Companies Act No. 17 Of 2015 in Kenya

(1) In this Division— "offer period", in relation to a takeover bid, means the time allowed for acceptance of the bid by the Takeover Rules; "opted-in company" means a company in relation to which— (a) an opting-in resolution has effect; and (b) the conditions specified in section 606(2) and...

(1) A company may, by a special resolution, opt in for the purposes of this Part if the following two conditions are satisfied in relation to the company. (2) The first condition is that the company has voting shares admitted to trading on a regulated market. (3) The second condition is...

(1) For the purpose of this section, the effective date is the date specified in an opting-in resolution or an opting-out resolution is to have effect. (2) An opting-in resolution or an opting-out resolution has no effect unless it specifies an effective date. (3) The effective date of an...

(1) The following provisions have effect when a takeover bid is made for an opted-in company. (2) An agreement to which this section applies is void in so far as it places any restriction— (a) on the transfer to the offeror, or at the offeror's direction to another person, of shares in the company...

(1) If a takeover bid is made for an opted-in company, the offeror may, by making a request to the directors of the company, require them to convene a general meeting of the company if, at the date at which the request is made, the offeror holds shares amounting to not less than seventy-five percent...

(1) A company that has passed an opting-in resolution or an opting-outresolution shall notify the resolution to the Authority within fourteen days after the resolution is passed. (2) If a company fails to comply with subsection (1), the company, and eachofficer of the company who is in default,...

(1) Subsection (2) applies to a takeover offer does not relate to shares of different classes. (2) An offeror who has, as a result of acceptances of the offer, acquired or unconditionally contracted to acquire— (a) not less than ninety percent in value of the shares to which the offer relates;...

(1) An offeror may not give a notice under section 611 otherwise than in the manner prescribed by the regulations. (2) An offeror may not give a notice under section 611(2) or (4) after the end of— (a) the period of three months from and including the day after the last day of the offer period;...

(1) Subject to section 618, this section applies if the offeror gives a shareholder a notice under section 611. (2) The offeror is not only entitled but is bound to acquire the shares to which the notice relates on the terms specified in the offer. (3) If the terms of an offer are such as to give...

(1) If an offeror pays or transfers consideration to the company under section613(6), the company shall pay into a separate bank account that complies with subsection (2)— (a) any money it receives under section 613(6)(b); and (b) any dividend or other amount accruing from any other consideration...

(1) Subsections (3) and(4) apply if a takeover offer relates to all the shares in a company. (2) For the purposes of subsection (1), a takeover offer relates to all the shares in a company if it is an offer to acquire all the shares in the company. (3) The holder of voting shares to which the...

(1) Rights conferred on a shareholder by section 615(3), (4) or (5) are exercisable only by a written communication addressed to the offeror. (2) Rights conferred on a shareholder by section 615(3), (4) or (5) are not exercisable after the end of the period of three months from— (a) the end of the...

(1) Subject to section 618, this section applies to shares in respect of which a shareholder has exercised the rights conferred by section 615. (2) The offeror is not only entitled but also bound to acquire shares to which this section applies on the terms of the offer or on such other terms as may...

(1) If a notice is given under section 611 to a shareholder the Court may, on an application made by the shareholder, order— (a) that the offeror is not entitled and bound to acquire the shares to which the notice relates; or (b) that the terms on which the offeror is entitled and bound to acquire...

(1) If a takeover offer is made by two or more persons jointly, the conditions for the exercise of the rights conferred by section 611 are satisfied— (a) in the case of an acquisition of shares made as a result of acceptances of the offer—by the joint offerors acquiring, or unconditionally...

(1) In this Part— “annual financial statement” in relation to a company, means the company's individual financial statement for a financial year, and includes any group financial statement prepared by the company for that year. (2) In the case of an unquoted company, its annual financial statement...

Information required by this Part to be given in notes to a company’s annual financial statement can be contained in the statement or in a separate document annexed to it.

(1) The requirements of this Part relating to the financial statement of acompany apply to each financial year of the company. (2) In certain respects, different provisions apply to different kinds of company. (3) The main distinctions for this purpose are— (a) between companies subject to the...

The small companies regime for financial statements applies to a company for a financial year in relation to which the company— (a) qualifies as small; and (b) is not excluded from the regime.

(1) A company qualifies as small in relation to its first financial year if the qualifying conditions are satisfied in that year. (2) A company qualifies as small in relation to a subsequent financial year if the qualifying conditions— (a) are satisfied in that year and the preceding financial...

(1) A parent company qualifies as a small company in relation to a financial year only if the group of companies headed by it qualifies as a small group. (2) A group qualifies as a small group in relation to the parent company's first financial year if the qualifying conditions are satisfied in...

(1) The small companies regime does not apply to a company that is, or wasat any time within the financial year to which the financial statement relates— (a) a public company; or (b) a member of an ineligible group. (2) A group is ineligible if any of its members is— (a) a public company; (b) a...

For the purposes of this Part, a company is a quoted company in relation to a financial year if it was a quoted company immediately before the end of the accounting reference period by reference to which that financial year was determined.

(1) Every company shall keep proper accounting records. (2) For purposes of subsection (1), accounting records are proper only if they—(a) show and explain the transactions of the company; (b) disclose with reasonable accuracy, up to the end of the previous three month trading period, the...

(1) If a company fails to comply with a provision of section 628, the company,and each officer of the company who is in default, commit an offence. (2) A person who is found guilty of an offence under subsection (1) is, liableon conviction— (a) in the case of a body corporate, to a fine not...

(1) Except in so far as the regulations otherwise provide, a company shall—(a) keep its accounting records at its registered office; and (b) ensure that the records are at all times open to inspection by the officers of the company. (2) A company shall preserve its accounting records for not less...

(1) If a company fails to comply with a provision of section 630(1), the company,and each officer of the company who is in default, commit an offence. (2) An officer of a company who— (a) fails to take all reasonable steps to ensure that the company complies with section 630(2);...

(1) A financial year of a company is determined in accordance with this section. (2) A company’s first financial year— (a) begins with the first day of its first accounting reference period; and (b) ends with the last day of that period or such other date (not more than seven days before or after...

(1) The accounting reference periods of a company are determined accordingto its accounting reference date in each calendar year. (2) Unless otherwise prescribed in the articles or by any law, the accountingreference date is a date specified by an ordinary resolution. (3) The directors of the...

(1) A company may, by notice lodged with the Registrar for registration, change its accounting reference date having effect in relation to— (a) the current accounting reference period of the company and subsequent periods; or (b) the previous accounting reference period of the company and...