Section 24 of The Companies Act No. 17 of 2015: 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 amendment is passed.
(2) This section does not require a company to set out in its articles any
provisions of model articles that—
(a) are applied by the articles; or
(b) apply because of section 2.
(3) If a company fails to comply with subsection (1), the company, and each
officer of the company who is in default, commit an offence and on conviction are
each liable to a fine not exceeding two hundred thousand shillings.
(4) If, after a company or any of its officers is convicted of an offence under
subsection (3), the company continues to fail to lodge an amended copy of its
articles, the company, and each officer of the company who is in default, commit a
further offence on each day on which the failure continues and on conviction are
each liable to a fine not exceeding twenty thousand shillings for each such offence.
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- 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."
- Section 55 - Exemption from requirement to use of “limited”
The Cabinet Secretary may, by notice given to the company, exempt a private
company from using the word "limited" or "Itd" as required by section 54.
- Section 56 - Inappropriate use of company type or legal form
(1) The regulations may prohibit the use in a company name of specified words,
expressions or other indications—
(a) that are associated with a particular type of company or kind of
organisation;...
- Section 57 - Name not to be the same a another in the index
(1) The Registrar shall not register a company under this Act by a name that is
the same as another name appearing in the index of company names.
(2) The regulations may provide—
(a) that...
- Section 58 - Power to direct change of name in case of similarity to existing name
(1) The Registrar may direct a company to change its name if it has been
registered by a name that is the same as or, in the opinion of the Registrar, too
similar to—
(a) a name appearing at the...
- Section 59 - Power to make regulations for purposes of sections 57 and 58
For the purposes of sections 57 and 58, the regulations may provide for either
or both of the following.
(a) matters that are to be disregarded in deciding whether or not names
are the same or are...
- Section 60 - Power of Registrar to direct company to change its name because of misleading information given for registration of company or because its name gives misleading indication of company’s activities
(1) The Registrar may direct a company to change its name if of the opinion—
(a) that misleading information has been given for the purposes of a
company's registration by a particular name and that...
- Section 61 - Company may apply to court for order to quash direction under section 60
(1) A company that is dissatisfied with a direction given to it under section 60
may apply to the Court to quash the direction.
(2) An application under subsection (1) is ineffective if not made...
- Section 62 - Company may change the name
A company may change its name—
(a) by special resolution or as may be provided for by the articles of the
company;
(b) by resolution of the directors acting in accordance with a direction by
the...
- Section 63 - Change of name by special resolution
(1) Within fourteen days after a change of name has been agreed to by a
company by special resolution, the company shall lodge with the Registrar for
registration a notice of change, together with a...
- Section 64 - Change of name by means provided for in articles of company
(1) Within fourteen days after a company changes its name by other means
provided for in its articles, it shall lodge with the Registrar for registration notice
of the change, together with a...
- Section 65 - Change of name: registration and issue of certificate of change of name
(1) On receiving a notice of a change of company's name and on being
satisfied—
(a) that the new name complies with the requirements of this Act; and
(b) that the requirements of this Act and any...
- Section 66 - Effect of change of name
(1) A change of a company's name has effect from the date on which the
certificate of change of name is issued.
(2) The change does not affect any rights or obligations of the company or
invalidate...
- Section 67 - Company to display its company name etc
(1) A company shall—
(a) display its name and other prescribed information in specified places;
(b) state prescribed information in prescribed kinds of the company's
documents and communications;...
- Section 68 - Minor variations in form of name
(1) In relation to the name of a company, no account is to be taken of whether—
(a) upper or lower case characters or a combination of the two are used;
(b) diacritical marks or punctuation are...
- Section 69 - How companies may alter their status
A company can, in accordance with this Part, convert itself—
(a) from being a private company into being a public company;
(b) from being a public company into being a private company;
(c) from...
- Section 70 - Conversion of private company to public company
(1) A private company, whether limited or unlimited, can convert itself into a
public company limited by shares if (but only if)—
(a) it passes a special resolution to that effect;
(b) the...
- Section 71 - Requirement as to share capital
(1) A company that has resolved to convert itself into a public company
may lodge an application for registration of the conversion only if the following
requirements are satisfied—
(a) the nominal...
- Section 72 - Requirements as to net assets
(1) A private company that has resolved to convert itself into a public company
may not apply to have the conversion registered unless—
(a) a balance sheet prepared as at a date not more than seven...
- Section 73 - Recent allotment of shares for non-cash consideration
(1) This section applies to shares that are allotted by a company during the
period between the date as at which the balance sheet required by section 72 is
prepared and the passing of the...
- Section 74 - Requirements for registration of conversion of private company
(1) The Registrar shall refuse an application for the registration of the
conversion of a company into public company if the application does not comply
with subsection (2).
(2) An application for...
- Section 75 - Statement of proposed secretary
(1) The statement of the company's proposed secretary complies with this
section only if—
(a) it contains the required particulars of the person who is or the persons
who are to be the secretary or...
- Section 76 - Registrar to issue certificate of incorporation on registration of conversion
(1) The Registrar shall register the conversion of a company into a public
company if satisfied that the registration of application for registration complies with
the requirements of this...
- Section 77 - Conversion of public company into private limited company
(1) A public company can convert itself into a private limited company if—
(a) a special resolution to that effect is passed;
(b) the conditions specified in subsection (2) are satisfied; and
(c)...