Section 341 of The Companies Act No. 17 of 2015: Exception to pre-emption right; issue for non-cash consideration
Section 338(l) does not apply in relation to the allotment of bonus shares.
Acts and laws in Kenya
Browse an Act, find a provision and read each section in context.
Browse Acts ↓Provisions
7,070 resultsSection 342 of The Companies Act No. 17 of 2015: Exception to preemption right: securities held under employees' Sharescheme
Section 338(1) does not apply to a particular allotment of equity securities if these are, or are to be, wholly or partly paid up otherwise than in cash
Section 343 of The Companies Act No. 17 of 2015: Exception to preemption right: securities held under employees' sharescheme
Section 338 does not apply to the allotment of securities that would, apart from any renunciation or assignment of the right to their allotment, be held under an employees' share scheme.
Section 345 of The Companies Act No. 17 of 2015: Exclusion of pre-emption right: articles conferring corresponding right
(1) This section applies when, in a case in which section 338 would otherwise apply— (a) a company's articles contain provision prohibiting the company from allotting ordinary shares of a particular class unless it has complied with the condition that it makes such an offer as is described in sectio…
Section 346 of The Companies Act No. 17 of 2015: Disapplication of pre-emption rights: private company with only one class of shares
(1) The articles of a private company that has only one class of shares, or aresolution passed by the company, may confer on the directors of the company power to allot equity securities of that class as if section 339— (a) did not apply to the allotment; or (b) applied to the allotment with such mo…
Section 347 of The Companies Act No. 17 of 2015: Disapplication of pre-emption rights: directors acting under general authorisation
) If the directors of a company are generally authorised for the purposes of section 329, they may be given power by the articles, or by a special resolution of the company, to allot equity securities pursuant to that authorisation as if section 338— (a) did not apply to the allotment; or (b) applie…
Section 348 of The Companies Act No. 17 of 2015: Disapplication of pre-emption rights by special resolution
(1) If the directors of a company are authorised for the purposes of section 329 (whether generally or otherwise), the company may by special resolution resolve that section 338— (a) does not apply to a specified allotment of equity securities to be made in accordance with that authorisation; or (b)…
Section 349 of The Companies Act No. 17 of 2015: Disqualification of pre-emption rights: sale of treasury shares
(1) This section applies in relation to a sale of shares that is an allotment ofequity securities because of section 337(b). (2) The directors of a company may be given power by the articles, or by aspecial resolution of the company, to allot equity securities as if section 338— (a) did not apply to…
Section 350 of The Companies Act No. 17 of 2015: References to holder of shares in relation to offer
(1) In relation to an offer to allot securities required by section 338, a reference,however expressed, to the holder of shares of any description is to whoever was the holder of shares of that description at the close of business on a date to be specified in the offer. (2) A specified date is not e…
Section 351 of The Companies Act No. 17 of 2015: Provisions about pre-emption not applicable to shares taken on formation
The provisions of this Division relating to shareholders’ pre-emption rights do not apply to the taking of shares by the subscribers to the memorandum on the formation of the company.
Section 352 of The Companies Act No. 17 of 2015: Saving for other restrictions on offer or allotment
(1) This Division does not limit the application of any other written law underwhich a company is prohibited (whether generally or in specified circumstances) from offering or allotting equity securities to a person. (2) If a company cannot because a written law offer or allot equity securitiesto a…
Section 353 of The Companies Act No. 17 of 2015: Saving for certain older pre-emption requirements
(1) This Division does not apply to an allotment of equity securities of a publiccompany that are subject to a pre-emption requirement in relation to which the repealed Act applied immediately before the commencement of this Division. (2) A pre-emption requirement to which the repealed Act applied i…
Section 354 of The Companies Act No. 17 of 2015: Public companies: allotment if issue not fully subscribed
(1) A public company shall not allot shares of the company offered for public subscription unless— (a) the issue is subscribed for in full; or (b) the offer is made on terms that the shares subscribed for may be allotted— (i) in any event; or (ii) if specified conditions are made and those condition…
Section 355 of The Companies Act No. 17 of 2015: Public companies: effect of irregular allotment if issue not fully subscribed
(1) If an allotment of shares is made to an applicant in contravention of section354, the applicant has a right to avoid the allotment at any time within one month after the date of the allotment, but not later. (2) An allotment made in contravention of section 356 is voidable even if thecompany is…
Section 356 of The Companies Act No. 17 of 2015: Shares not to be allotted at a discount
(1) A company shall not allot its shares at a discount. (2) If shares are allotted in contravention of subsection (1), the allottee is liable to pay the company an amount equal to the amount of the discount, with interest at the appropriate rate.
Section 357 of The Companies Act No. 17 of 2015: Provision for different amounts to be paid on shares
A company may, if authorised to do so by its articles, pay dividends in proportion to the amount paid up on each share.
Section 358 of The Companies Act No. 17 of 2015: General rule as to means of payment
Shares allotted by a company, and any premium on them, may be paid up in money or in money's worth (including goodwill and know-how).
Section 359 of The Companies Act No. 17 of 2015: Meaning of payment in cash
For the purposes of this Act, a share in a company is paid up, as to its nominal value or any premium on it, in cash, or allotted for cash, if the consideration received for the payment or allotment is a cash consideration. (2) In subsection (1), “cash consideration” means— (a) cash received by the…
Section 360 of The Companies Act No. 17 of 2015: Public companies: shares taken by subscribers of memorandum
(1) A subscriber to the memorandum of a public company who takes shares of the company as a result of an undertaking given in the memorandum shall pay for the shares, and any premium on the shares, in cash. (2) A subscriber to the memorandum of a public company who fails to pay for shares of the com…
Section 361 of The Companies Act No. 17 of 2015: Public companies: not to accept undertaking for work or services
(1) A public company shall not accept at any time, in payment up of its shares or any premium on them, an undertaking given by a person that the person or another person should work or perform services for the company or any other person. (2) If a public company accepts such an undertaking in paymen…
Section 362 of The Companies Act No. 17 of 2015: Public companies: shares to be at least one quarter paid up
(1) A public company shall not allot a share except as paid up at least as toone-quarter of its nominal value and the whole of any premium on it. (2) Subsection (1) does not apply to shares allotted under share scheme ofan employee. (3) If a company allots a share in contravention of this section— (…
Section 363 of The Companies Act No. 17 of 2015: Public companies: payment by long-term undertaking
(1) A public company shall not allot shares as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash if the consideration for the allotment is or includes an undertaking that is to be, or could be, performed more than five years after the date of the allotme…
Section 364 of The Companies Act No. 17 of 2015: Liability of subsequent holders of shares
(1) Except as provided by subsection (2), a person who becomes a holder of shares in respect of which— (a) there has been a contravention of a provision of this Division; and (b) because of that contravention another person is liable to pay an amount under the provision contravened, is also liable t…
Section 365 of The Companies Act No. 17 of 2015: Power of the Court to grant relief
(1) This section applies in relation to liability under section 360(2), 362(3) or (4) or 366 as it applies in relation to a contravention of those sections. (2) A person who— (a) is subject to any such liability to a company in relation to payment in respect of shares in the company; or (b) is subje…
Section 366 of The Companies Act No. 17 of 2015: Offences involving contravention of section 358, 363, 364 and 365
If a company contravenes a provision of section 356, 361, 362 or 362, the company, and each officer of the company who is in default, commits an offence and on conviction are each liable to a fine not exceeding one million shillings.
Section 367 of The Companies Act No. 17 of 2015: Meaning of “appropriate rate of interest” for purpose of this Division
(1) For the purpose of this Division, the appropriate rate of interest is— (a) five percent; or (b) if some other rate is fixed under subsection (2), that rate of interest. (2) The Cabinet Secretary may, by order published in the Gazette, vary the rate specified in subsection (1)(a) or fixed under s…
Section 368 of The Companies Act No. 17 of 2015: Restrictions on public company allocating shares for non-cash consideration
(1) A public company shall not allot shares as fully or partly paid up (as to their nominal value or any premium on them) otherwise than in cash unless— (a) the consideration for the allotment has been independently valued in accordance with the provisions of this Division; (b) the valuer's report h…
Section 369 of The Companies Act No. 17 of 2015: Exception to valuation requirement: arrangement with another company
(1) Section 368 does not apply to the allotment of shares by a company in connection with an arrangement for the allotment of shares in the company on terms that the whole or part of the consideration for the shares allotted is to be provided— (a) by the transfer to the company; or (b) by the cancel…
Section 370 of The Companies Act No. 17 of 2015: Exception to valuation requirement: merger
(1) Section 368 does not apply to the allotment of shares by a company in connection with a proposed merger with another company. (2) For the purpose of subsection (1), a proposed merger exists when onecompany proposes to acquire all the assets and liabilities of another company in exchange for the…
Section 371 of The Companies Act No. 17 of 2015: Non-cash consideration for shares: requirements as to valuation and report
(1) Part XLI applies to the valuation and report required by section 368. (2) The valuer shall specify in the report— (a) the nominal value of the shares to be wholly or partly paid for by the relevant consideration; (b) the amount of any premium that is payable on the shares; (c) the description of…