LAWS OF KENYA COMPANIES ACT CHAPTER Revised Edition [ ] Published by the National Council for Law Reporting with the Authority of the. THE COMPANIES ACT. (CHAPTER OF THE LAWS OF KENYA). PRIVATE COMPANY LIMITED BY SHARES. MEMORANDUM OF ASSOCIATION. OF. 4 Jul The new Companies Act has been commenced. Government Printers, the Kenya Law Website – and the Office of Each form bears a reference to the Companies Act rather than the Cap

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Modes of Winding Up A Company 5.

GUIDELINES TO THE COMPANIES ACT, – State Law Office and Department of Justice

Mode of forming incorporated More information. L-4 Winding-up Act, R.

Every decision made by a board must be impartial and in the best interests of the company and its shareholders. Companies Amendment Bill Read the first time on 8 September Provisions with Respect to Acf of Special resolution for reduction of share capital.

In these regulations, unless the context otherwise requires, expressions defined in the Companies Act, or any statutory modification thereof.

Provisions as to Dissolution Restriction on alteration of memorandum A company shall not alter the conditions contained in its memorandum keny in the cases, in the mode and to the extent for which express provision is made in this Act. Conclusiveness of certificate of Incorporation. Disqualification of body corporate for appointment as receiver Disqualification of undischarged bankrupt from acting as receiver or manager Power to appoint official receiver as receiver for debenture holders or creditors Receivers and managers appointed out of court.

Business Registration Act Cap. Copy of order to be forwarded to registrar Actions stayed on winding-up order Effect of winding-up order. Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar. How to conduct due diligence for a co Any joint-stock company constituted by letters. The above provision is similar to the amended section 2 which deals with the register of debenture holders which must also be kept by a company. If a company makes default in complying with a direction under this subsection, the company and every officer of the company who is in default shall be liable to a fine not exceeding one hundred shillings for every day during which the default continues.


Any such reservation shall remain in force for a period of thirty days or such longer period, not exceeding sixty days, as the registrar may, for special reasons, allow, and during such period no other company shall be entitled to be registered with that name. Application of Act to companies formed and registered under the repealed Acts.

Can a company have only one shareholder? Conclusiveness of certificate of Incorporation 1 A certificate of incorporation given by the registrar in respect of any association shall be conclusive evidence that all the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with, and that the association is a company authorized to be registered and duly registered under this Act.

We have qualified staff fompanies. May 5, Written by admin. Statement of Amount of Paid-up Capital Do I need to pay any registration fees?

Where can I get a copy of the new Companies Act ? This is the primary legislation that deals with companies and applies to companies directly. Liability as contributories of present and past members Definition of contributory Nature of liability of contributory Contributories in case of death of member Contributories in case of bankruptcy of member. Model articles for private companies limited by More information. Due diligence is one of […]. Statutory registers should also be maintained to provide a historical and an up to date record of matters affecting the company.

General Provisions with Respect to Memorandum and Articles Annual return to be made by company having a share capital Annual return to be made by company not having a share capital Time for completion of annual return Documents to be annexed to annual return Certificates to be sent by private company with annual return. Reduction of Number of Members below Legal Minimum Fees payable for such applications shall be the fees payable under the old Act.

Civil liability for mis-statements in prospectus. Power of the Court after. The same position applies to an unlimited company which can only be converted into a private company limited by shares and not a private company limited by guarantee. Is the whole Companies Act, now in force?


The Dubai Multi Commodities Centre. Bermuda Winding-Up Procedures Foreword The following is a summary of the law and procedure under the Companies Act “the Act” in so far as it relates to liquidations of companies in Bermuda.


Registration of memorandum and articles. Notice to registrar of consolidation of share capital, conversion of shares into stock, etc. The Companies Act, has now been fully operationalized. Conversion of Public Company into a Private Company Members of a public company may opt to convert the company into a private company for various reasons which may include the need to avoid stringent compliance formalities and to obtain privileges which are available to Private Limited Companies which would help the management to carry out its affairs efficiently.

Mode in which and extent to which objects of company may be altered 1 A company may, by special resolution, alter the provisions of its memorandum with respect to the objects of the company, so far as may be required to enable it c d e f g to carry on its business more economically or more efficiently; or to attain its main purpose by new or improved means; or to enlarge or change the local area of its operations; or to carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company; or to restrict or abandon any of the objects specified in the memorandum; or to sell or dispose of the whole or any part of the undertaking of the company; or to amalgamate with any other company or body of persons: Liability of members in respect of reduced shares.

Every individual director has a duty to ensure that his or her decisions are in the best interests of the company of which they are a director.