The Companies Act No. 17 Of 2015 in Kenya

(1) Property that, immediately before the dissolution of a company had not been distributed or disclaimed, vests in the State with effect from the dissolution of the company. (2) For the purposes of this section, property of the former company includes leasehold property and all other rights vested...

(1) The Attorney General may, by notice of disclaimer, disclaim the State’s ownership of property that has vested in the State under section 905. (2) The Attorney General may, on behalf of the State, waive the right to execute a notice of disclaimer, either expressly or by taking possession or...

(1) Property in respect of which a notice of disclaimer has been executed undersection 906 is taken never to have vested in the State. (2) Sections 908 to 911 apply in relation to the effect of the State's disclaimer

The State's disclaimer operates— (a) so as to terminate, as from the date of the disclaimer, the rights, interests and liabilities of the company in respect of the property disclaimed; and (b) does not, except so far as is necessary for the purpose of releasing the company from any liability,...

(1) The disclaimer of any property of a leasehold character does not take effect unless a copy of the disclaimer has been served, so far as the Attorney General is aware of their addresses, on all persons claiming under the company as mortgagees, and either— (a) no application under section 910 is...

(1) On an application made by a person who—(a) claims an interest in the disclaimed property; or (b) is under a liability in respect of the disclaimed property that is not discharged by the disclaimer, the Court may make an order under this section in respect of the property. (2) An order under...

(1) The Court may not make an order under section 911 vesting an interest under a lease in a person claiming under the company as a mortgagee or under lessee except on terms making that person— (a) subject to the same liabilities and obligations as those to which the company was subject under the...

(1) An application may be made to the Registrar to restore to the Register acompany that has been struck off the Register under section 894 or 897. (2) An application under this section may— (a) be made whether or not the company has in consequence been dissolved; (b) be made only by a former...

(1) On an application made under section 912, the Registrar shall restore the company to the Register if (but only if) the three conditions set out in subsections (2) to (4) are satisfied. (2) The first condition is that the company was carrying on business or in operation at the time of its...

(1) As soon as practicable after receiving an application for the administrative restoration of a company to the Register, the Registrar shall determine the application and notify the applicant in writing of the determination. (2) If the application is refused, the Registrar shall include in the...

(1) The effect of the restoration of a company to the Register is that the company is taken to have continued in existence as if it had not been dissolved or struck off the Register. (2) The company or an interested person may make an application to the Court for an order under subsection (3) at...

(1) An application may be made to the Court to restore to the Register a company— (a) that has been dissolved after being liquidated under the law relating to insolvency; (b) that is taken to have been dissolved following administration under that Act; or (c) that has been struck off the...

(1) An application to the Court for restoration of a company to the Register maybe made at any time for the purpose of bringing proceedings against the company for damages for personal injury. (2) An order may not be made on such an application if it appears to the Court that the proceedings would...

(1) On the hearing of an application made under section 927, the Court may order the company to be restored to the Register— (a) if the company was struck off the Register under section 894 or 895 and the company was, at the time of the striking off, carrying on business or was in...

(1) The effect of an order by the Court for the restoration of the company to the Register is that the company is taken to have continued in existence as if it had not been dissolved or struck off the Register. (2) The Court may give such directions and make such provision as it considers just in...

(1) Except as provided by subsection (2), a company is restored to the Register with the name it had before it was dissolved or struck off the Register. (2) If, at the date of restoration, the company could not be registered under its former name without contravening section 50, it is to be...

(1) The person in whom property is vested by section 905 may dispose of that property, even though the company has been or may be restored to the Register under this Part. (2) The following provisions apply when a company is restored to the Register: (a) the restoration does not affect a...

(1) This Part applies when a compromise or arrangement is proposed—(a) between a company and its creditors, or any class of its creditors; or (b) between the company and its members, or any class of its creditors. (2) This Part has effect subject to Part XXXV if that Part applies. (3) In this...

(1) The Court may, on an application under subsection (2), order a meeting of—(a) the creditors or class of creditors; or (b) the members of the company or a class of members, to be convened in such manner as the Court directs. (2) An application under this section may be made by—(a) the...

(1) When the Court has ordered a meeting to be convened under section 923,the company concerned shall ensure that— (a) each notice convening the meeting that is sent to a creditor or member includes or is accompanied by a statement that complies with subsection (2); and (b) each notice convening...

(1) Each director of the company, and each trustee for its debenture holders,shall give notice to the company of such matters relating to the director or trustee as may be necessary for purposes of section 924. (2) A director, or a trustee for debenture holders, who fails to comply with subsection...

(1) If a majority in number representing seventy–five percent in value of—(a) the creditors or class of creditors; or (b) the members or class of members, present and voting either in person or by proxy at the meeting convened in accordance with section 923 agrees to a compromise or arrangement,...

(1) In this section— property" includes property, rights and powers of every description; “liabilities" includes duties; “transferee company" means a company to which the whole or a part of the undertaking or property of a company is to be transferred under a compromise or arrangement referred to...

(1) Within seven days after the Court has made an order under section 927,each company affected by the order shall lodge a copy of it with the Registrar for registration. (2) If one of the companies affected by the order has complied with subsection(1), the other companies affected by it are taken...

(1) This section applies— (a) to any order under section 926; and (b) to any order under section 927 that alters the company’s constitution. (2) If an order to which this section applies amends— (a) a company's articles; or (b) any resolution or agreement affecting a company's constitution, the...

(1) In this Part— “companies involved in the division", in relation to a division, means the transferor company and any existing transferee companies; “division" means a scheme of the kind described in section 938; “existing company", in relation to a merger or division, means a company other...

(1) The Part applies when— (a) a compromise or arrangement is proposed between a public company and— (i) its creditors or a specified class of them; or (ii) its members or a specified class of them, for the purposes of, or in connection with, a scheme for the reconstruction of a company or...

(1) The Court may sanction the compromise or arrangement under Part XXXIVonly if the relevant requirements of this Part have been complied with. (2) The requirements applicable to mergers are specified in sections 933 to943, but certain of those requirements, and certain general requirements of...

(1) A scheme involves a merger if under the scheme— (a) the undertaking, property and liabilities of one or more public companies (including the company in respect of which the compromise or arrangement is proposed) are to be transferred to another existing public company; or (b) the undertaking,...

(1) The directors of the merging companies shall prepare and adopt a draft of the proposed terms of the scheme. (2) Those directors shall ensure that the draft terms contain particulars of at least the following matters: (a) in respect of each transferor company and the transferee...