Browse an Act, find a provision and read each section in context.
Browse Acts ↓(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 is…
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 subsecti…
(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 of…
(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 d…
(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 no…
(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" means—…
(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 subsecti…
(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 trading…
(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 were…
(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 t…
(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 the…
(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 shares). (3…
(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 issued. (2) Th…
(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 direc…
(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 offence.…
(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 Secre…
(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 to t…
(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 righ…
(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 subs…
(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 if— (a) it…
(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 t…
(1) If shares are sold in accordance with an order of the Court under section544, the seller shall pay the proceeds of the sale, less the costs of the sale, into court for the benefit of the persons who hold beneficial interests in the shares. (2) A person who holds a beneficial interest in the shar…
(1) The members of a company may require it to exercise its powers undersection 536. (2) A company shall comply with such a requirement once it has receivedrequests (to the same effect) from members of the company holding at least ten percent of such of the paid-up capital of the company as confer a…
(1) A company that is required under section 546 to exercise its powers torequire a person to provide information about their interests in the company’s share, shall exercise those powers in the manner specified in the requests. (2) If the company fails to comply with subsection (1), the company, an…
(1) On the conclusion of an investigation carried out by a company in accordance with a requirement made under section 546, the company shall prepare a report of the information obtained as a result of the investigation. (2) The company shall ensure that the report is made available for inspection w…
(1) If a company fails to comply with a requirement of section 548(1) to (6), 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) Deleted by Act No. 28 of 2017, s. 35. (3) If,…
(1) A company that has prepared a report in accordance with section 548 shall ensure that during the company’s ordinary business hours it is available for inspection by any person without charge. (2) A company shall allow any person who makes a request to the company to inspect a report prepared in…
(1) A company shall keep a register of information that it has obtained as a result of a requirement imposed under section 536. (2) Within three days after receiving any such information, the company shall enter in the register— (a) the fact that the requirement was imposed and the date on which it…
(1) Except in so far as the regulations otherwise provide, a company shall keep the register required by section 551 available for inspection at the company’s registered office. (2) If a company fails to comply with subsection (1), the company, and eachofficer of the company who is in default, commi…