Browse an Act, find a provision and read each section in context.
Browse Acts ↓(1) A public company shall state in the notice convening an annual generalmeeting of the company that the meeting is an annual general meeting. (2) An annual general meeting may be convened by shorter notice than thatrequired by section 281(2) or by the company's articles, if all the members entitle…
(1) The members of a public company may require the company to give to members of the company who are entitled to receive notice of the next annual general meeting a notice of a resolution that is proposed to be moved at that meeting. (2) A public company is not required to give notice of a resoluti…
(1) A company that is required under section 312 to give notice of a resolutionshall send a copy of the resolution to each member of the company entitled to receive notice of the annual general meeting— (a) in the same manner as notice of the meeting; and (b) at the same time as, or as soon as reaso…
(1) The members who requested the circulation of the resolution need not paythe expenses of the company in complying with section 313 if requests sufficient to require the company to circulate it are received before the end of the financial year preceding the meeting. (2) If subsection (1) does not…
(1) If a poll is taken at a general meeting of a general meeting of a quotedcompany, the company shall ensure that the following information is made available on a website— (a) the date of the meeting; (b) the text of the resolution or a description of the subject matter of the poll; (c) the number…
(1) A quoted company shall make the information referred to in section 315 (1) available on a website that— (a) is maintained by or on behalf of the company; and (b) identifies the company. (2) The company shall not make access to the information on the website, and the ability to obtain a hard copy…
(1) Every company shall keep records comprising— (a) copies of all resolutions of members passed otherwise than at general meetings; (b) minutes of all proceedings of general meetings; and (c) details provided to the company in accordance with section 319. (2) The company shall keep the records for…
(1) This section applies to the records kept in accordance with section 317. (2) The record of a resolution passed otherwise than at a general meeting, if purporting to be signed by a director of the company or by the company secretary, is evidence of the passing of the resolution. (3) If a record o…
(1) This section applies to a company that is limited by shares or by guaranteeand has only one member. (2) If a company to which this section applies takes a decision that— (a) can be taken by the company at a general meeting; and (b) has effect as if agreed by the company at a general meeting, the…
(1) This section applies— (a) to a company that is required to keep records in accordance with section 317; and (b) to those records. (2) Except in so far as the regulations otherwise provide, a company to which this section applies shall keep its records available for inspection at its registered o…
This Division applies, with necessary modification, in relation to resolutions and meetings of— (a) holders of a class of shares; and (b) in the case of a company without a share capital, a class of members, as it applies in relation to resolutions of members generally and to general meetings.
(1) The shares of a company may not be converted into stock. (2) An attempt to convert a company's shares into stock has no effect.
The shares or other interest of a member in a company are personal property and are not in the nature of real estate.
(1) Shares in a limited company having a share capital are each required tohave a fixed nominal value. (2) Shares in a limited company having a share capital are required to bedenominated in shillings. (3) An allotment of shares that does not comply with subsection (1) or (2) is void. (4) If, at the…
(1) Except as provided by subsections (2) and (3), a company that has ashare capital shall ensure that each of its shares is distinguished by an appropriate distinguishing number. (2) If all of the issued shares in a company are fully paid up and rank equallyfor all purposes, they do not require dis…
The shares and any other interests of a member in a company are transferable in accordance with the company’s articles.
(1) The directors of a company shall not exercise a power of the company—(a) to allot shares in the company; or (b) to grant rights to subscribe for, or to convert any security into, shares in the company, except in accordance with section 328 or 329. (2) Subsection (1) does not apply— (a) to the al…
If a private company has only one class of shares, the directors may exercise any power of the company— (a) to allot shares of that class; or (b) to grant rights to subscribe for or to convert any security into such shares, except to the extent that they are prohibited from doing so by the company's…
(1) The directors of a company may exercise a power of the company to—(a) allot shares in the company; or (b) grant rights to subscribe for or to convert any security into shares in the company, only if they are authorised to do so by a resolution of the company. (2) An authorisation under subsectio…
(1) Except as permitted by section 331, a company shall not apply any of itsshares or capital money, either directly or indirectly, in payment of any commission, discount or allowance to any person in consideration of the person— (a) subscribing or agreeing to subscribe, whether absolutely or condit…
A company may pay a commission to a person in consideration of the person— (a) subscribing or agreeing to subscribe whether 40 absolutely or conditionally for shares in the company; or (b) procuring or agreeing to procure subscriptions, whether absolute or conditional, for shares in the company. (c)…
(1) A company shall register an allotment of shares as soon as practicable andin any event within two months after the date of the allotment. (2) If a company fails to comply with subsection (1), the company, and eachofficer of the company who is in default, commit an offence and on conviction are e…
(1) Within one month after making an allotment of shares, a limited companyshall lodge with the Registrar for registration a return of the allotment. (2) The company shall ensure that the return— (a) contains the information prescribed by the regulations; and (b) is accompanied by a statement of cap…
(1) An unlimited company that allots shares of a class with rights that are notin all respects uniform with shares previously allotted shall, within one month after making such an allotment, lodge with the Registrar for registration a return of the allotment. (2) The company shall ensure that the re…
(1) If a company fails to lodge a return of allotment as required by section 333 or 334, 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 two hundred thousand shillings. (2) If, after a company or any of its o…
The provisions of this Part on allotment do not apply to the taking of shares by the subscribers to the memorandum on the formation of the company.
In this Division, a reference to the allotment of equity securities includes— (a) the grant of a right to subscribe for, or to convert any securities into, ordinary shares in the company; and (b) the sale of ordinary shares in the company that immediately before the sale are held by the company as t…
(1) A company shall not allot equity securities to a person on any terms unless— (a) the company has made an offer to each person who holds ordinary shares in the company to allot to the person on the same or more favourable terms, a proportion of those securities that is as nearly as practicable eq…
(1) This section has effect as to the manner in which offers required by section338 are to be made to holders of the shares of a company. (2) An offer made under section 338 may be made in hard copy or electronicform. (3) The offer is effective only if it states that the offer may be accepted within…
(1) If a company contravenes section 338 or 339, the company and each officer of the company who is in default, are jointly and severally liable to compensate any person to whom an offer should have been made in accordance with those sections for any loss, damage or expenses that the person has sust…