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Form CR19 - Notice of Special/Ordinary Resolution Required by Companies Act, 2015 to be Lodged with Registrar

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Document Overview

Form CR19 is a statutory form under sections 27, 28, and 63(1) of the Companies Act, 2015 (Kenya). It is used to lodge a copy or details of a special or ordinary resolution passed at a company’s general meeting, where the Companies Act requires such resolutions to be filed with the Registrar of Companies.

Key Components:
1. Company name and number.
2. Date and place of the meeting.
3. Copy or details of the resolution passed.
4. Authentication by a director or secretary.
5. Lodging party’s details (name, address, signature, capacity, date).

The purpose of Form CR19 is to:
1. Ensure statutory compliance
- Certain resolutions (e.g., name changes, share structure alterations, articles amendments) must be formally lodged with the Registrar.
2. Maintain public record
- Provides transparency by keeping resolutions accessible on the company’s file.
3. Give legal effect to resolutions
- Some changes only take effect once the resolution is filed (e.g., change of company name under CR15).
4. Protect members and creditors
- Creates a verified record of key decisions made by members.
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