COMPANIES ACT - Kenya Law

1 [Rev. 2012]CompaniesCAP. 486B41 - 1[Issue 1]LAWS OF KENYACOMPANIES ACTCHAPTER 486 Revised Edition 2012 [2010]Published by the National Council for Law Reportingwith the Authority of the [Rev. 2012]CompaniesCAP. 486B41 - 3[Issue 1]CHAPTER 486 COMPANIES ACTARRANGEMENT OF SECTIONSPART I of II INCORPORATION OF COMPANIESAND MATTERS INCIDENTAL THERETOM emorandum of of forming incorporated with respect to of on alteration of in which and extent to which objects of company may be of prescribing regulations for required in case of unlimited company or company limited by and application of table and signature of of articles by special of Memorandum and forms of memorandum and of memorandum and of of certificate of of unlimited company as with Respect to Names of of name and prohibition of undesirable

2 Of to dispense with limited in name of charitable and other Provisions with Respect to Memorandum and of memorandum and as to memorandum and articles of COMPANIES limited by in memorandum or articles increasing liability to contribute to share capitalnot to bind existing members without 486 COMPANIES [Rev. 2012][Issue 1]B41 - to alter conditions in memorandum which could have been contained of memorandum and articles to be given to copies of memorandum to embody of of of holding of private Company . of default in complying with conditions constituting a company aprivate in lieu of prospectus to be delivered to registrar by company on ceasingto be private of Number of Members below Legal severally liable for debts where business carried on with fewer than seven,or in case of private company, two.

3 Of of exchange and promissory of deeds for company to have official seal for use of III SHARE CAPITAL AND of to be stated and reports to be set out in of section 40 not to limit any other s consent to issue of prospectus containing statement by of on alteration of terms mentioned in prospectus or statement in lieu liability for mis-statements in liability for mis-statements in containing offer of shares or debentures for sale to be of provisions relating to of allotment unless minimum subscription of allotment in certain cases unless statement in lieu of prospectusdelivered to of irregular for, and allotment of, shares and debentures.

4 [Rev. 2012]CompaniesCAP. 486B41 - 5[Issue 1] of shares and debentures to be dealt in on stock as to and Discounts, to pay certain commissions, and prohibition of payment of all othercommissions, discounts, of provision of financial assistance by company for purchase of orsubscription for its own, or its holding company s of References to Offering Shares or Debentures to the of references to offering shares or debentures to the of Shares at Premium and Discount and Redeemable Preference of premiums received on issue of to issue shares at a to issue redeemable preference Provisions as to Share of company to arrange for different amounts being paid on liability of limited of company limited by shares to alter its share to registrar of consolidation of share capital, conversion of shares into stock.

5 Of increase of share of unlimited company to provide for reserve share capital on of company to pay interest out of capital to certain of Share resolution for reduction of share to court for confirming order, objections by creditors, and settlement oflist of objecting confirming reduction and powers of court on making such of order and minute of of members in respect of reduced for concealing name of creditor, of Shareholders of holders of special classes of of Shares and Debentures, evidence of Title, of of not to be registered except on production of instrument of by personal of transfer at request of of refusal to register of of company with respect to issue of 486 COMPANIES [Rev.]

6 2012][Issue 1]B41 - to be evidence of of grant of and effect of share warrants to for personation of in connection with share Provisions as to as to registers of debenture of debenture holders and shareholders to inspect register of debentureholders and to have copies of trust of trustees for debenture to reissue redeemed debentures in certain , in case of reissued debentures, of rights of certain performance of contracts to subscribe for of certain debts out of assets subject to floating charge in priority to claimsunder the IV REGISTRATION OF CHARGESR egistration of Charges with of of company to register charges created by of company to register charges existing on property of registration of of certificate registration on of satisfaction and release of property from of time to register of enforcement of as to Company s Register of Chargesand as to Copies of Instruments Creating of instruments creating charges to be kept by s register of to inspect

7 Copies of instrument, creating charge, and company s register V MANAGEMENT AND ADMINISTRATIONR egistered Office and office of of situation of registered office and of change of name by company and form of of Amount of Paid-up of amount of capital subscribed and amount paid on Commencement of on Commencement of Business.[Rev. 2012]CompaniesCAP. 486B41 - 7[Issue 1]Register of of of as to entries in register in relation to share of register and of failure to comply with requirements as register owing to agent to close of court to rectify not to be entered on to be for company to keep branch as to branch duty in case of transfer of shares registered in branch as to branch registers of Commonwealth COMPANIES kept in return to be made by company having a share return to be made by company not having a share for completion of annual to be annexed to annual to be sent by private company with annual and meeting and statutory general of

8 Extraordinary general meeting on of notice for calling provisions as to meetings and of court to order to demand a on a of corporations at meetings of COMPANIES and of of members resolutions, requiring special and copies of certain resolutions and passed at adjourned of proceedings of meetings of company and of of minute and of books of and Loss Account and Balance 486 COMPANIES [Rev. 2012][Issue 1]B41 - provisions as to contents and form of to lay group accounts before holding of group of group year of holding company and of holding company and subsidiary . of balance and auditors report to be annexed to balance report to be attached to balance to receive copies of balance sheets and auditors and remuneration of as to resolutions relating to appointment and removal of for appointment as report and right of access to books and to attend and be heard at of references to documents annexed to by the by of company s affairs on application of of company s affairs in other of inspectors to carry investigation into affairs of related of documents, and evidence .

9 On s on inspector s of investigation of company s s report to be and powers of inspectors to investigate ownership of to require information as to persons interested in shares or to impose restrictions on shares or for advocates and and Other of of a secretary to a of certain persons being sole director or of acts done by person in dual capacity as director and of acts of on appointment or advertisement of qualifications of of directors to be voted on of age for appointment of directors; and retirement of directors over age limit.[Rev. 2012]CompaniesCAP. 486B41 - 9[Issue 1] of directors to disclose age to as to undischarged bankrupts acting as to restrain fraudulent persons from managing of tax-free payments to of loans to of company requisite for payment by it to director for loss of office, of company requisite for any payment, in connection with transfer of itsproperty to director for loss of office, of director to disclose payment for loss of office, etc.

10 Made in connection withtransfer of shares in supplementary to sections 192, 193 and of directors shareholdings, in accounts of directors salaries, pensions, in accounts of loans to officers, duty to make disclosure for purposes of sections 196, 197 and by directors of interests in of directors and with respect to directors in trade catalogues, circulars, company may have directors with unlimited resolution of limited company making liability of directors as to assignment of office by of Provisions in Articles or Contracts Relieving Officers from as to liability of officers and and to compromise with creditors and as to compromises with creditors and for facilitating reconstruction and amalgamation of to acquire shares of shareholders dissenting from scheme or contractapproved by remedy to winding up in cases of VI WINDING UP(i)