About this document
A Special Resolution Approving Redemption or Purchase of Shares Out of Capital is a resolution passed by shareholders of a company under Sections 424–480 of the Companies Act, 2015 (Kenya).
It authorises the company to redeem shares (usually redeemable preference shares) or buy back its own shares, and pay for them out of the company’s capital rather than only from distributable profits.
Because this reduces the capital available to creditors, the law requires:
1. A special resolution by shareholders, and
2. A directors’ solvency statement (Section 479), confirming the company can still pay its debts.
Purpose:
1. To formally approve a redemption or buy-back of shares funded out of capital.
2. To comply with legal requirements ensuring shareholder consent and creditor protection.
3. To authorise directors to execute the redemption/purchase, file forms (e.g. CR37 or CR38), and update company records.
4. Provides the legal foundation for the transaction, without which the redemption or buy-back would be invalid.
It authorises the company to redeem shares (usually redeemable preference shares) or buy back its own shares, and pay for them out of the company’s capital rather than only from distributable profits.
Because this reduces the capital available to creditors, the law requires:
1. A special resolution by shareholders, and
2. A directors’ solvency statement (Section 479), confirming the company can still pay its debts.
Purpose:
1. To formally approve a redemption or buy-back of shares funded out of capital.
2. To comply with legal requirements ensuring shareholder consent and creditor protection.
3. To authorise directors to execute the redemption/purchase, file forms (e.g. CR37 or CR38), and update company records.
4. Provides the legal foundation for the transaction, without which the redemption or buy-back would be invalid.
LOOK INSIDE
Sample pagesDocument preview
Before you download
How will I receive the document?
After payment verification, download it from the confirmation page. We also email a private delivery link. Cart orders include individual files and a ZIP containing the whole order.
Can I buy several documents together?
Add the documents you need to your cart, or select several in the catalogue. Review the total and pay once through M-Pesa.
Do I need an account?
No account is required for document purchases. Use an email address you can access so you can receive and recover your delivery link.
Should I review the document before using it?
Yes. Review and adapt the document to your circumstances. The description and preview help you assess its suitability before buying.