THE COMPANIES ACT. No. 17 of Date of Assent: 11 th September, Date of Commencement: Section I on 15th September, LAWS OF KENYA. COMPANIES ACT. NO. 17 OF Revised Edition [ ]. Published by the National Council for Law Reporting with the Authority of. Fees payable to companies under the Act Companies Act, , the Attorney General makes the following (d) in the case of a non-Kenyan citizen, a copy.

Companies Act 2015 Kenya Pdf

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j) fully paid, in relation to a share, means the price at which the share was issued has been fully paid to the company; k) holder, in relation to a share, means the. Country: Kenya. Subject(s): Kenya Law,, Kenya PDF PDF (KENL)Companies and Insolvency Legislation . of -. BOC KENYA PLC formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the.

This is particularly problematic considering the new local shareholding requirements for registration of a foreign company. A foreign company desirous of being registered in Kenya must demonstrate that at least thirty percent of its shareholding is held by Kenyan citizens by birth. This is another major change and one without any clear justification. An application for registration as a foreign company in Kenya under the Act is to be lodged with the Registrar of Companies.

Requirements with Respect to Name and Appointment of a Local Representative In its application for registration as a foreign company in Kenya, the company may specify the name under which it seeks to carry on business in Kenya.

The Companies Act, 2015

This may either be the name of the company under the law of the country or territory in which it is incorporated or an alternative name, other than its corporate name, which the company desires to be its corporate identity in Kenya.

A foreign company is also required to appoint a local representative in Kenya who not only receives service of process but also ensures that the foreign company complies with the requirements of the law. The local representative is personally liable if a penalty is imposed on the company for a contravention or failure to comply with the Act, if the court hearing the matter is satisfied that the local representative should be so liable.

Potential Consequences of the New Registration Requirements It will obviously be more difficult and burdensome for foreign companies to do business in Kenya in light of the new registration requirements.

If the applicants do not adopt such Articles, then they have to provide their own Articles.

Directors Is there a minimum age for directors? All directors must be over the age of eighteen. Section applies.

Can a company have only one director? Section of the Companies Act provides that a private company is required to have at least one director.

A public company is required to have at least two directors. A company is required to have at least one director who is a natural person. Can a company have only one shareholder?


One or more persons who wish to form a company may subscribe their names to the Memorandum of Association. Do I need to have a secretary?

Private companies with a share capital of less than 5 million shillings are not required to have a secretary. However all public companies must have a secretary. As a result there is no change to the processes.

Only companies are affected by enactment of the Companies Act Law KSL, Ongoing The writer is a lawyer, researcher and entrepreneur. He can be contacted on emails georgegathigia gmail.

Further, a company that has a share capital shall ensure that each of its shares is distinguished by an appropriate distinguishing number. The Act also has provisions on distribution of company assets. A company may make a distribution only out of profits available for the purpose. A public company may make a distribution only if the amount of its net assets is not less than the aggregate of its called-up share capital and undistributable reserves and the distribution does not reduce the amount of those assets to less than that aggregate.

Section defines a public offer for purposes of the Part to include an offer to any section of the public, however selected. The section also defines what is not to be considered a public offer and what is to be deemed a private concern of the person receiving an offer. Section prohibits public offers by a private company limited by shares or a company limited by guarantee may.

Section says that if a member or creditor of a company, or the Attorney General, alleges that a company is proposing to act in contravention of section , they may apply to the Court for an order restraining the company from contravening that section. Interestingly, section states that nothing in this Part affects the validity of an allotment or sale of securities or of an agreement to allot or sell securities.

This means that offers made, or shares sold, in contravention of section are not by that reason only invalid.

The Companies Act, 2015

Section prohibits public companies from conducting business or exercising a borrowing power unless the Registrar has issued it with a trading certificate. That section also says that the Registrar shall issue that certificate only if satisfied that the nominal value of the allotted share capital of the company is not less than the authorised minimum.

Section decrees this minimum authorized capital to be Kshs.

If a company contravenes section , the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to fine not exceeding Kshs.

Redeemable shares Part XX has elaborate provisions on redeemable shares.


In general, a limited company having a share capital may issue redeemable shares that are to be redeemed, or are liable to be redeemed, at the option of the company or the shareholder. Besides, the directors of a limited company may determine the terms, conditions and manner of redemption of shares if they are authorised to do so by the articles or by a resolution of the company.

Treasury shares With regard to treasury shares, that is, a download or acquisition of shares by a limited company of its own shares. Besides, the download or acquisition is made out of distributable profits and the shares are qualifying shares. The company may then either hold the shares as treasury shares or deal with the shares. Besides, the company cannot exercise any right in respect of the treasury shares, including any right to attend or vote at company meetings.

Takeovers Section prescribes that an offer to download shares in a company is a takeover if these conditions are satisfied, viz; a. It is an offer to acquire all the shares in a company or, if there is more than one class of shares, all the shares of one or more classes; and b.

The terms of the offer are the same for all shares or classes of shares in the offer.Redeemable shares Part XX has elaborate provisions on redeemable shares.

Takeovers Section prescribes that an offer to download shares in a company is a takeover if these conditions are satisfied, viz; a.

James Tugee is licensed to practice law in Kenya. The Companies are also required to compulsorily have a registered office and would notify the Registrar of change of the registered office.

Effects of liquidity-risk management prActices on the financial performance of savings and credit co-operative societies in Kisii County, Kenya.