The Companies Act No. 17 Of 2015 in Kenya

(1) Except in so far as the regulations otherwise provide, a company shall ensure that its register of members is— (a) kept at its registered office; (aa) if the register is prepared at another office of the company other than the registered office, a copy of the register may be kept at that...

(1) A company that has more than fifty members shall keep an index of the names of the members of the company, unless the register of members is in such a form as to constitute in itself an index. (2) A company shall make any necessary alteration in the index within fourteen days after the date...

(1) A public company shall keep its register of members and its index of members (if any) open for inspection by— (a) a member of the company without charge; and (b) any other person on payment of the fee (if any) prescribed by the regulations for the purposes of this section. (2) On being...

(1) Within five working days after receiving a request under section 96, a company shall either— (a) comply with the request or decline it by giving sufficient reasons in writing; or (b) apply to the Court. (2) If the company applies to the Court, it shall notify the person who made request...

(1) If a company— (a) refuses to allow an inspection required under section 96; or (b) fails to provide a copy required under that section, otherwise than in accordance with an order of the Court, the company, and each officer of the company who is in default, commit an offence and on conviction...

(1) A person who makes a request under section 96 that contains a statement that the person knows, or has reason to suspect, is false or misleading in a material respect commits an offence. (2) A person who has possession of information obtained by exercise of either of the rights conferred by...

(1) When a person inspects a company's register of members, or a company provides the person with a copy of the register or any part of it, the company shall inform the person of the most recent date (if any) on which amendments were made to the register and (if that is the case) that there were...

(1) A company may expunge from its register of members an entry relating to a person who was formerly a member of the company after the expiry of ten years after the date on which the person ceased to be a member. (2) If a company expunges from its register of members an entry relating to...

(1) If a limited company is formed under this Act with only one member, the Registrar shall enter in the register of members of the company, the name and address of that member and a statement that the company has only one member. (2) If the number of members of a limited company is reduced to...

(1) If— (a) the name of any person is, without sufficient cause, entered in or omitted from the register of members of a company; or (b) the cessation of membership of a person who has ceased to be a member of the company has not been entered in that register, the person affected, or the...

(1) A company shall not accept, and shall not enter in its register of members, notice of any trust, expressed, implied or constructive. (2) If a company contravenes subsection (1), the company, and each officer of the company who is in default, commit an offence and on conviction are...

Until the contrary is proved, the register of members of a company is evidence of the matters required or authorised to be included in it.

(1) Liability incurred by a company— (a) from making or deleting an entry in the register of members; or (b) from failing to make or delete any such entry, is not enforceable more than ten years after the date on which the entry was made or deleted, or the failure first occurred. (2) Subsection...

(1) In relation to a company other than a company limited by shares, a reference in this Division to shares is a reference to the interest of its members as such, whatever the form of that interest. (2) If a nominee is acting on behalf of a subsidiary, a reference in this Division to a...

(1) Except as provided in sections 109 and 110— (a) a body corporate may not be a member of a company that is its holding company; and (b) any allotment or transfer of shares in a company to its subsidiary is void. (2) An allotment of shares or other transaction that would, but for this...

(1) The prohibition in section 108(1)(a) does not apply if the subsidiary is acting only in the capacity of— (a) executor or administrator; or (b) trustee unless the subsidiary's holding company or any of its other subsidiaries is beneficially interested under the trust. (2) For the purpose of...

(1) If shares in a company are held in trust for the purposes of a pension scheme or an employees' share scheme, any residual interest that has not yet vested in possession. is to be disregarded for the purposes of section 109. (2) For purposes of this section, "residual interest" means a right...

(1) For purposes of section 110, if shares in a company are held in trust for the purposes of a pension scheme or an employees' share scheme, of any charge security right or lien on, or set-off against, any benefit or other right or interest under the scheme is to be disregarded for the purpose...

(1) The prohibition in section 108 does not apply if the shares are held by the subsidiary in the ordinary course of its business as an intermediary. (2) For the purposes of subsection (1), a subsidiary carries on business as an intermediary if it— (a) carries on a genuine business of dealing in...

If— (a) a subsidiary that is a dealer in securities has purportedly acquired shares in its holding company in contravention of the prohibition in section 108; and (b) a person acting in good faith has agreed, for value and without notice of the contravention, to acquire shares in the holding...

(1) This section applies to a provision in the articles of a company that enables a member to nominate another person or persons to enjoy or exercise all or any specified rights of the member in relation to the company. (2) So far as is necessary to give effect to a provision of a company's...

(1) A member of a company whose shares are admitted to trading on a regulated market and who holds shares on behalf of another person may nominate a person to enjoy information rights. (2) The following are information rights for the purpose of subsection (1)— (a) the right to receive a copy of...

(1) If the person to be nominated under section 115 wishes to receive copies of documents or other information in hard copy form, that person shall, before the nomination is made— (a) request the person making the nomination to notify the company of that fact; and (b) provide an address to...

(1) When a company sends a copy of a notice of a meeting to a person nominated under section 115, it shall also send to that person a statement that— (a) the nominated person may have a right under an agreement between the person and the member by whom the person was nominated to be appointed,...

(1) This section has effect as regards the rights conferred by a nomination under section 115. (2) Enjoyment by the nominated person of the rights conferred by the nomination is enforceable against the company by the member as if they were rights conferred by the company's articles. (3) An...

(1) The nomination of a person under section 115 may be terminated at the request of the member or of the nominated person. (2) The nomination ceases to have effect on the occurrence in relation to the member or the nominated person if— (a) in the case of a natural person, the person dies or is...

(1) If a member holds shares in a company on behalf of more than one person— (a) rights attached to the shares; and (b) rights under any written law exercisable because of holding the shares, need not all be exercised, and if exercised, need not all be exercised in the same way. (2) A member...

(1) This section applies to sections 289, 312 and 766. (2) A company is required to act under a section to which this section applies if it receives a request that complies with the following conditions— (a) it is made by at least one hundred persons; (b) it is authenticated by all the persons...

(1) For the purposes of this Part, a person is connected with a director of a company if the person is— (a) a member of the director's family as defined in section 123; (b) a body corporate with which the director is connected as defined in section 124; (c) a person acting as trustee of a...

For the purposes of this Part, a person is member of a director's family if the person is— (a) the director's spouse; (b) a child or step-child of the director; (c) a child or step-child of the director's spouse who lives with the director and has not reached eighteen years of age; (d) a parent...