Browse an Act, find a provision and read each section in context.
Browse Acts ↓(1) An arrangement entered into by a company in contravention of section 158 and any transaction entered into in accordance with the arrangement (whether by the company or any other person) is voidable at the instance of the company, unless— (a) restitution of any money or other asset that was the s…
(1) If a transaction or arrangement is entered into by a company incontravention of section 158 but within a reasonable period, it is affirmed— (a) in the case of a contravention of subsection (1) of that section—by resolution of the members of the company; and (b) in the case of a contravention of…
(1) A company may not— make a loan to a director of the company or of its member, holding company; or (b) give a guarantee or provide security in connection with a loan made by any person to such a director, unless the transaction has been approved by a resolution of the members of the company. (2)…
(1) This section applies to a company that is— (a) a public company; or (b) a company associated with a public company. (2) A company to which this section applies may not— (a) make a quasi-loan to a director of the company or of its holding company; or (b) give a guarantee or provide security in co…
(1) This section applies to a company that is— (a) a public company; or (b) a company associated with a public company. (2) A company to which this section applies may not— (a) make a loan or quasi-loan to a person connected with a director of the company or of its holding company; or (b) give a gua…
(1) This section applies to a company that is— (a) a public company; or (b) a company associated with a public company. (2) A company to which this section applies may not— (a) enter into a credit transaction as creditor for the benefit of a director of the company or of its holding company; and a p…
(1) A company may not— (a) participate in an arrangement under which— (i) another person enters into a transaction that, if it had been entered into by the company, would have required approval under this Act; and (ii) that person, in accordance with the arrangement, obtains a benefit from the compa…
(1) An approval is not required under section 164, 165, 166 or 167 for anythingdone by a company— (a) to provide a director of the company or of its holding company, or a person connected with any such director, with funds to meet expenditure incurred or to be incurred by the director— (i) for the p…
(1) An approval is not required under section 164, 165, 166 or 167 for anything done by a company— (a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by the director— (i) in defending any criminal or civil proceedings in conne…
An approval is not required under section 164, 165, 166 or 167 for anything done by a company— (a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by the director in defending himself— (i) in an investigation by a regulatory au…
(1) An approval is not required under section 164, 165 or 166 for a company to make a loan or quasi-loan, or to give a guarantee or provide security in connection with a loan or quasi-loan, if the aggregate of— (a) the value of the transaction; and (b) the value of any other relevant transactions or…
(1) An approval is not required under section 164, 165 or 166 for— (a) the making of a loan or quasi-loan to an associated body corporate; and (b) the giving of a guarantee or provision of security in connection with a loan or quasi-loan made to an associated body corporate. (2) An approval is not r…
(1) An approval is not required under section 164, 165 or 166 for the making of a loan or quasi-loan, or the giving of a guarantee or provision of security in connection with a loan or quasi-loan, by a money-lending company if— (a) the transaction, that is, the loan, quasi-loan, guarantee or securit…
(1) This section has effect for determining what are "other relevant transactions or arrangements" for the purposes of an exception to section 164, 165, 166 or 167. (2) In subsections (3) to (6), "the relevant exception" means the exception for the purposes of which that exception is to be determine…
(1) For the purposes of this Division— (a) the value of a transaction or arrangement is to be determined in accordance with subsections (2) to (7); and (b) the value of any other relevant transaction or arrangement is taken to be the value so determined reduced by the amount (if any) by which the li…
For the purposes of this Division, the person for whom a transaction or arrangement is entered into is— (a) in the case of a loan or quasi-loan, the person to whom it is made; (b) in the case of a credit transaction, the person to whom goods, land or services are supplied, sold, hired, leased or oth…
(1) This section applies to a transaction or arrangement entered into by a company in contravention of section 164, 165, 166 or 167. (2) A transaction or arrangement to which this section applies is voidable on the initiative of the company, unless— (a) restitution of any money or other asset that w…
If a transaction or arrangement is entered into by a company in contravention of section 164, 165, 166, 167 or 168 but, within a reasonable period, it is ratified— (a) in the case of a contravention of the requirement for a resolution of the members of the company—by a resolution of the members of t…
(1) In this Division, "payment for loss of office" means a payment made to a director or past director of a company— (a) as compensation for loss of office as a director of the company; (b) as compensation for loss, while a director of the company or in connection with ceasing to hold office as such…
(1) This section applies if, in connection with a transfer of the kind referred toin section 183 or 184, a director of the company— (a) is to cease to hold office; and (b) is to cease to be the holder— (i) of any other office or employment in connection with the management of the affairs of the comp…
(1) A company may not make a payment for loss of office to a director of the company unless the payment has been approved by a resolution of the members of the company. (2) A company may not make a payment for loss of office to a director of its holding company unless the payment has been approved b…
(1) A person may not make a payment for loss of office to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company unless the payment has been approved by a resolution of the members of the company. (2) A person may not make a pay…
(1) A person may not make a payment for loss of office to a director of a company in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover bid, unless the payment has been approved by a resolution of the relevant shareholders. (2) The relev…
(1) An approval is not required under section 182, 183 or 184 for a payment made in good faith— (a) in discharge of an existing legal obligation; (b) as damages for breach of such an obligation; (c) in settling or compromising any claim arising in connection with the termination of a person's office…
(1) An approval is not required under section 182, 183 or 184 if— (a) the relevant payment is made by the company or any of its subsidiaries; and (b) the amount or value of the payment, together with the amount or value of any other relevant payments, does not exceed thirty thousand shillings. (2) F…
(1) If a payment is made in contravention of section 182— (a) the payment is held by the recipient on trust for the company making the payment; and (b) any director who authorised the payment is jointly and severally liable to indemnify the company that made the payment for any loss resulting from i…
(1) If— (a) approval under this Division is sought by written resolution; and (b) a memorandum is required under this Division to be sent or submitted to every eligible member before the resolution is passed, an accidental failure to send or submit the memorandum to one or more members is to be disr…
(1) An approval may be required under more than one section of this Division. (2) If an approval is required under more than one section of this Division, thecompany shall comply with each applicable section. (3) Subsection (2) does not require a separate resolution for the purposes ofeach provision…
(1) For the purposes of this Division, a contract is a director's service contractif it is a contract under which— (a) a director of a company undertakes personally to perform services (as director or otherwise) for the company, or for a subsidiary of the company; or (b) services (as director or oth…
(1) A company shall keep available for inspection— (a) a copy of each director's service contract with the company or with a subsidiary of the company; or (b) if the contract is not in writing – a written memorandum setting out the terms of the contract. (2) Except in so far as the regulations other…