Browse an Act, find a provision and read each section in context.
Browse Acts ↓(1) In this Part— "contributories"— (a) means all persons liable to contribute to the assets of a company if it is liquidated; and (b) for the purposes of all proceedings for determining, and all proceedings before the final determination of, the persons who are to be treated as contributories for t…
(1) For the purposes of this Part, a company is unable to pay its debts— (a) if a creditor (by assignment or otherwise) to whom the company is indebted for hundred thousand shillings or more has served on the company, by leaving it at the company's registered office, a written demand requiring the c…
(1) When a company is being liquidated, every present and former member is liable to contribute to its assets to any amount sufficient for payment of its debts and liabilities, and the expenses of the liquidation, and for the adjustment of the rights of the contributories among themselves. (2) Subse…
(1) In this section, "relevant payment" means a payment made out of capital in respect of the redemption or purchase by a company of any of its own shares. (2) This section applies if a company is in liquidation and— (a) it has, under the Companies Act (Cap. 486), made a payment out of capital in re…
(1) This section applies to a company that is in liquidation if it was previously registered as unlimited but has since become re-registered as a limited company. (2) Despite section 385(2)(a), a former member who was a member of the company at the time of its reregistration is, if the liquidation c…
(1) This section applies to a company in liquidation that has previously been registered as limited but has since become re-registered as unlimited. (2) A person who, at the time when the application for the company to be re-registered was lodged, was a former member of the company and did not after…
The liability of a contributory creates an ordinary contract debt due from the contributory at the time when the contributor's liability began, but payable at the times when calls are made to enforce the liability.
(1) If a contributory dies either before or after being placed on the list of contributories, the contributory's personal representatives are, in administering the contributory's estate, liable to contribute to the assets of the company in discharge of the contributory's liability and are therefore…
If a contributory is adjudged bankrupt, either before or after being placed on the list of contributories, the following provisions apply— (a) the contributory's bankruptcy trustee represents the contributory for all purposes of the liquidation and is therefore a contributory for the purposes of thi…
(1) This section applies to a company in liquidation that is registered but was not formed under the Companies Act (Cap. 486). (2) A person is, in respect of the company's debts and liabilities contracted before registration, a contributory if the person is liable— (a) to pay, or contribute to the p…
(1) A company may be liquidated voluntarily— (a) when the period (if any) fixed for the duration of the company by the articles expires, or the event (if any) occurs, on the occurrence of which the articles provide that the company is to be dissolved, and the company in general meeting has passed a…
(1) Within fourteen days after a company has passed a resolution for its voluntary liquidation, it shall publish a notice setting out the resolution— (a) once in the Gazette; (b) once in at least two newspapers circulating in the area in which the company has its principal place of business in Kenya…
The voluntary liquidation of a company commences when the resolution for voluntary liquidation is passed.
(1) On and after the commencement of voluntary liquidation of a company, the company shall cease to carry on its business, except in so far as may be necessary for its beneficial liquidation. (2) However, the corporate status and corporate powers of the company continue to have effect until the comp…
The following are void if made after the commencement of a voluntary liquidation of a company— (a) any transfer of the company's shares (other than a transfer made to or with the sanction of the liquidator); (b) an alteration in, or an attempt to alter, the status of the company's members.
(1) If it is proposed to liquidate a company voluntarily, the directors (or, in the case of a company having more than two directors, the majority of them) may at a directors' meeting make a statutory declaration to the effect— (a) that they have made a full inquiry into the company's affairs; and (…
(1) In a members' voluntary liquidation, the company in general meeting shall appoint one or more liquidators for the purpose of liquidating the company's affairs and distributing its assets. (2) On the appointment of a liquidator, all the powers of the directors cease, except in so far as the compa…
(1) If a vacancy occurs (whether by death, resignation or otherwise) in the office of liquidator appointed by the company, the company in general meeting shall, subject to any arrangement with its creditors, appoint another authorised insolvency practitioner to fill the vacancy. (2) For the purposes…
(1) If the liquidation of a company continues for a period of twelve months or more, the liquidator shall convene a general meeting of the company— (a) within three months after the end of that period of twelve months; and (b) within three months after the end of each subsequent period of twelve mon…
(1) As soon practicable after the liquidation of the company's affairs is complete, the liquidator— (a) shall prepare an account of the liquidation showing how it has been conducted and how the company's property has been disposed of; and (b) shall then convene a general meeting of the company for t…
(1) This section applies if the liquidator is of the opinion that the company will be unable to pay its debts in full (together with interest at the official rate) within the period stated in the directors' declaration under section 398. (2) On forming the view that the company is or will be unable…
As from and including the date on which the creditors' meeting is held in accordance with section 403— (a) this Part has effect as if— (i) the directors' declaration under section 398 had not been made; and (ii) the creditors' meeting and the company meeting at which it was resolved that the company…
(1) Except as provided by subsection (2), this Division applies in relation to a creditors' voluntary liquidation. (2) Sections 406 and 407 do not apply if, under section 404, a members' voluntary liquidation has become a creditors' voluntary liquidation.
(1) A company that is in the course of liquidation shall— (a) convene a meeting of the company's creditors for a day not later than the fourteenth day after the day on which there is to be held the company meeting at which the resolution for voluntary liquidation is to be proposed; (b) send the noti…
(1) The directors of the company shall— (a) prepare a statement setting out the financial position of the company that complies with subsection (3); (b) lay that statement before the creditors' meeting under section 406; and (c) appoint one of their number to preside at that meeting. (2) It is the d…
(1) The creditors and the company at their respective meetings may nominate an authorised insolvency practitioner to be liquidator for the purpose of liquidating the company's affairs and distributing its assets. (2) The liquidator is the insolvency practitioner nominated by the creditors unless the…
(1) The creditors at the meeting to be held in accordance with section 406 or at any subsequent meeting may, if they think appropriate, appoint a liquidation committee of not more than five persons to perform the functions imposed or conferred on such committees by or under this Act. (2) If such a c…
If, in the case of a liquidation that was under section 404 converted to a creditors' voluntary liquidation, a creditors' meeting is held in accordance with section 403, any appointment made or committee established by that meeting is taken to have been made or established by a meeting held in accor…
On the appointment of a liquidator, all the powers of the directors cease, except so far as the liquidation committee, or if there is no such committee, the creditors, sanction their continuance.
(1) If a vacancy occurs in the office of liquidator, the creditors may fill the vacancy. (2) Subsection (1) does not apply to a liquidator appointed by, or by the direction of, the Court.