Section 27 of The Companies Act No. 17 of 2015: 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 resolution or agreement; or
(b) in the case of a resolution or agreement that is not in writing, a written
memorandum setting out the terms of the resolution or agreement.
(2) This section applies to the following kinds of resolutions and agreements—
(a) a special resolution;
(b) a resolution or agreement agreed to by all the members of a company
that, if not so agreed to, would not have been effective for its purpose
unless passed as a special resolution;
(c) a resolution or agreement agreed to by all the members of a class of
shareholders that, if not so agreed to, would not have been effective
for its purpose unless passed by a particular majority or otherwise in
a particular manner;
(d) a resolution or agreement that effectively binds all members of a class
of shareholders though not agreed to by all those members;
(e) a resolution to give, vary, revoke or renew authority for the purposes
of section 451;
(f) a resolution conferring, varying, revoking or renewing authority
following market purchase of a company's own shares;
(g) a resolution for voluntary liquidation;
(h) a resolution of the director of a private company that the company
should be converted into a public company; or
(i) a resolution passed regarding transfer of securities.
(3) The Registrar shall record a resolution or agreement lodged under
subsection (1).
(4) 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.
(5) If, after a company or any of its officers is convicted of an offence under
subsection (4), the company continues to fail to lodge the relevant copy or written
memorandum, 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.
(6) For the purposes of this section, a liquidator of the company is treated as
an officer of the company.
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(1) Unless the articles of a company specifically restrict the objects of the
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(1) This section applies to a transaction if or to the extent that its validity
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(1) A document is validly executed by a company as a deed only if the document
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(1) A company may, in writing, authorise person, either generally or in respect
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(1) A contract that purports to be made by or on behalf of a company at a time
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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.
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A company shall at all times ensure that it has a registered office to which all
communication and notices registered office may be addressed.
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A company that is both a limited company and private company may be
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- Section 55 - Exemption from requirement to use of “limited”
The Cabinet Secretary may, by notice given to the company, exempt a private
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(1) The regulations may prohibit the use in a company name of specified words,
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(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...
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(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
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(1) A company shall—
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may lodge an application for registration of the conversion only if the following
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(2) An application for...
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(1) The statement of the company's proposed secretary complies with this
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(1) A public company can convert itself into a private limited company if—
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limited company has been passed, an application to the Court for the cancellation
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(a)...
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Registrar.
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