Section 1 of The Companies Act No. 17 of 2015: Short title and commencement
(1) This Act may be cited as the Companies Act, 2015.
(2) This section comes into operation on the date on which this Act is published
in Gazette.
(3) The Cabinet Secretary shall, by notice published in the Gazette, bring into
operation the remaining provisions of this Act on such date or such different dates
as the Cabinet Secretary appoint.
(4) If the Cabinet Secretary has failed to bring all of the remaining provisions
into operation within nine months after the date on which this section has come
into operation, the Parliament may, by resolution of each of its Houses, bring into
operation such of those provisions as have not yet been commenced.
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- Section 2 - Objects of this Act
The objects of this Act are to facilitate commerce, industry and other socioeconomic
activities by enabling one or more natural persons to incorporate as
entities with perpetual succession, with or...
- Section 3 - Interpretation of provisions of this Act
(1) In this Act, unless the context otherwise requires—
“address” includes—
(a) a fax number, e-mail address or any other electronic address used
for the purposes of sending or receiving documents...
- Section 4 - Provisions supplementing definition of “holding company” in section 3
(1) For the purposes of paragraph (a) of the definition of "holding company"
in section 3(1), a company controls the composition of another company's board of directors if it has power to appoint or...
- Section 5 - Limited companies
For the purposes of this Act, a company is a limited company if it is a company
limited by shares or by guarantee.
- Section 6 - Companies limited by shares
(1) For the purposes of this Act, a company is a company limited by shares
if the liability of its members is limited by the company's articles to any amount
unpaid on the shares held by the...
- Section 7 - Companies limited by guarantee
(1) For the purposes of this Act, a company is a company limited by guarantee
if—
(a) it does not have a share capital;
(b) the liability of its members is limited by the company's articles to...
- Section 8 - Unlimited companies
For the purposes of this Act, a company is an unlimited company if—
(a) there is no limit on the liability of its members; and
(b) its certificate of incorporation states that the liability of its...
- Section 9 - Private companies
(1) For the purposes of this Act, a company is a private company if—
(a) its articles—
(i) restrict a member's right to transfer shares;
(ii) limit the number of members to fifty; and
(iii)...
- Section 10 - Public companies
For the purposes of this Act, a company is a public company if—
(a) its articles allow its members the right to transfer their shares in the
company;
(b) its articles do not prohibit invitations to...
- Section 11 - Method of forming company
(1) One or more persons who wish to form a company may—
(a) subscribe their names to a memorandum of association; and
(b) comply with the requirements of sections 13 to 16 with respect...
- Section 12 - Memorandum of association
(1) A memorandum of association is a memorandum stating that the
subscribers—
(a) wish to form a company under this Act; and
(b) agree to become members of the company and, in the case of...
- Section 13 - Registration documents
(1) A person who wishes to register a company shall lodge with the Registrar—
(a) an application for registration of the company that complies with
subsections (2) and (4);
(b) a memorandum of...
- Section 14 - Statement of capital and initial shareholdings
(1) If the company is to have a share capital, the applicants for registration shall
ensure that the requisite statement of capital and initial shareholding comply with
subsections (2) and (3).
(2)...
- Section 15 - Statement of guarantee
(1) The applicant for registration of a company to be limited by guarantee
shall ensure that the requisite statement of guarantee contains the prescribed
information to enable the subscribers to the...
- Section 16 - Statement of proposed officers
(1) The applicant for registration shall ensure that the requisite statement of the
company's proposed officers complies with subsections (2) and (4).
(2) The statement complies with this subsection...
- Section 17 - Registrar to register company if requirements of Act are complied with
If satisfied that an application for registration complies with the requirements
of this Act relating to registration, the Registrar shall register the company and
allocate to it a unique...
- Section 18 - Registrar to issue company with certificate of incorporation
(1) On the registration of a company in accordance with section 17, the
Registrar shall issue to the company a certificate of incorporation that complies
with this section.
(2) A certificate of...
- Section 19 - Effect of registration
From the date of incorporation of a company—
(a) the subscribers to the memorandum, together with such other persons
as may from time to time become members of the company, become
a body corporate...
- Section 20 - Regulation may prescribe model articles
(1) The regulations may prescribe model articles for companies.
(2) Different versions of model articles may be prescribed for different
descriptions of companies.
(3) A company may adopt all or...
- Section 21 - Default application of model articles
(1) On the formation of a limited company—
(a) if its articles are not registered; or
(b) if its articles are registered, in so far as they do not exclude or modify
the relevant model articles, the...
- Section 22 - Amendment of articles
A company may amend its articles only by special resolution.
- Section 23 - Effect of amendment of articles on company’s members
(1) A member of a company is not bound by an amendment to the articles of
a company after the date on which the person became a member, if and so far as
the amendment—
(a) requires the person to...
- Section 24 - Amended articles to be sent to Registrar
(1) If a company amends its articles, the company shall lodge with the Registrar
for registration a copy of the articles as amended not later than fourteen days after
the resolution containing the...
- Section 25 - Registrar’s notice to comply in case of failure with respect to amended articles
(1) On being satisfied that a company has failed to comply with any provision
requiring it—
(a) to lodge with the Registrar a document making or evidencing an
amendment in the company's articles;...
- Section 26 - Existing companies provisions of memorandum treated as provisions of articles
Provisions that immediately before the commencement of this Part were
contained in a company's memorandum of association but are not provisions of
the kind referred to in section 12 become...
- Section 27 - Copies of resolutions or agreements recorded by Registrar
(1) Within fourteen days after a resolution or agreement to which this section
applies is passed or made, the company concerned shall lodge with the Registrar
for registration—
(a) a copy of the...
- Section 28 - Statement of company’s objects
(1) Unless the articles of a company specifically restrict the objects of the
company, its objects are unrestricted.
(2) If a company amends its articles so as to add, remove or alter a...
- Section 29 - Documents to be provided to members
(1) A company shall, on being requested to do so by a member of the company,
send to the member the following documents—
(a) an up-to-date copy of the articles of the company;
(b) a copy of any...
- Section 30 - Effect of company’s constitution
(1) A company's constitution binds the company and its members to the same
extent as if the company and its members had covenanted agreed with each other
to observe the constitution.
(2) Money...
- Section 31 - Right to participate is profits otherwise than a member is void
In the case of a company limited by guarantee, a provision in the articles of the
company, or in a resolution of the company, purporting to give a person a right to
participate in the divisible...
- Section 32 - Application to single member companies of enactment and rules of law
Any enactment or rule of law applicable to companies formed by two or more
persons or having two or more members applies with any necessary modification
in relation to a company formed by one person...
- Section 33 - Company’s capacity
The validity of an act or omission of a company may not be called into question
on the ground of lack of capacity because of a provision in the constitution of the
company.
- Section 34 - Power of directors to bind company
(1) In favour of a person dealing with a company in good faith, the power of
the directors to bind the company, or authorise others to do so, is free of any is
limitation contained in the company's...
- Section 35 - Company contracts
(1) A contract may be made—
(a) by a company, in writing; or
(b) on behalf of a company, by a person acting under its authority,
express or implied.
(2) Any formalities required by law for a...
- Section 36 - Constitutional limitations: transactions involving directors or their associates
(1) This section applies to a transaction if or to the extent that its validity
depends on section 34.
(2) Nothing in this section precludes the operation of any other written law under
which the...
- Section 37 - Execution of documents
(1) deleted by Act No. 1 of 2020, s. 30.
(2) A document is validly executed by a company if it is signed on behalf of
the company—
(a) by two authorised signatories; or
(b) by a director of the...
- Section 39 - Execution of deeds by companies
(1) A document is validly executed by a company as a deed only if the document
is—
(a) duly executed by the company; and
(b) delivered as a deed.
(2) For the purposes of subsection (1)(b), a...
- Section 40 - Execution of deeds or other documents by attorney
(1) A company may, in writing, authorise person, either generally or in respect
of specified matters, as its attorney to execute deeds or other documents on its
behalf.
(2) A deed or other document...
- Section 41 - Authentication of documents
A document or proceedings requiring authentication by a company is sufficiently
authenticated by a signature of a person authorised by the company to act on its
behalf.
- Section 44 - Pre-incorporation contracts, deeds and obligations
(1) A contract that purports to be made by or on behalf of a company at a time
when the company has not been formed has effect, subject to any agreement to
the contrary, as a contract made with the...
- Section 45 - Execution of bills of exchange and promissory notes by companies
A bill of exchange or promissory note is binding on a company if made, accepted
or endorsed in the name of, by or on behalf or on account, of the company by a
person acting under its authority.
- Section 46 - Company to have registered office
A company shall at all times ensure that it has a registered office to which all
communication and notices registered office may be addressed.
- Section 47 - Company to notify change of address of registered office
(1) A company may change the address of its registered office by lodging with
the Registrar for registration a notice of the change.
(2) The change of address takes effect only when it is registered...
- Section 48 - Reservation of name
(1) The Registrar may, on written application reserve a name pending
registration of a company or change of name by a company.
(2) The reservation of a name under subsection (1) remains in force for...
- Section 49 - Prohibited names
(1) The Registrar may not register a company by a particular name if—
(a) the use of the name would constitute an offence;
(b) the name consists of abbreviations or initials not authorised by...
- Section 50 - Name suggesting connection with the State or local or public authority
The approval of the Registrar is required for a company to be registered under
this Act by a name that would be likely to give the impression that the company
is connected with—
(a) a State...
- Section 51 - Applicant to seek views of specified public officer or body if regulations so require
(1) If the regulations so require, an applicant for the Registrar's approval for
the use of a specified name, or a name of a specified description, shall seek the
views of a specified public officer...
- Section 52 - Regulations may permit or prohibit the use of certain characters, signs or symbols
(1) The regulations may—
(a) provide for the letters or other characters, signs or symbols, including
accents and other diacritical marks, and punctuation that may be used
in the name of a company...
- Section 53 - Registration of public limited companies
A company that is both a limited company and a public company may only be
registered with a name that ends with the words "public limited company" or the
abbreviation "plc".
- Section 54 - Registration of private limited companies
A company that is both a limited company and private company may be
registered only with a name that ends with the word "limited" or the abbreviation
"ltd."