Section 67 of The Companies Act No. 17 of 2015: 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; and
(c) provide prescribed information on request to those with whom the
company deals with in the course of its business.
(2) The regulations may prescribe the manner in which prescribed information
is to be displayed, stated or provided.
(3) For the purposes of a requirement to disclose the name of a company, any
variations between a word or words are to be disregarded.
(4) If a company contravenes 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 five hundred thousand shillings.
(5) A person who claims to have sustained financial loss as a result of a
contravention by a company of subsection (1) may bring civil proceedings against
the company and, if in any such proceedings, the person is able to substantiate the
claim, the person is entitled to be awarded damages as compensation for the loss.
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- 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)...
- Section 78 - Application to Court to cancel conversion resolution
(1) If a special resolution by a public company to convert itself into a private
limited company has been passed, an application to the Court for the cancellation
of the resolution may be made—
(a)...
- Section 79 - Notices of application to Court and court order application or order to be given to Registrar
(1) On making an application under section 78, the applicants, or the person
making the application on their behalf, shall immediately give notice to the
Registrar.
(2) Subsection (1) applies...
- Section 80 - Requirements for registration of conversion of public company into private company
The Registrar may not register the conversion of a public company as a private
limited company unless the application for registration—
(a) contains a statement of the company's new name on...
- Section 81 - Registrar to issue certificate of incorporation on registration of conversion
(1) The Registrar shall register the conversion of a public company into a private
limited company if satisfied that the application for registration complies with the
requirements of this...
- Section 82 - Registration of conversion of private limited company into unlimited company
(1) A private limited company may convert itself into an unlimited company if—
(a) all the members of the company have assented to its conversion;
(b) the company has not previously been registered...
- Section 83 - Requirements for application for registration of conversion of company into unlimited company
The Registrar may not register the conversion of a company as an unlimited
company unless the application for registration—
(a) contains a statement of the company's new name on conversion; and
(b)...
- Section 84 - Registrar to issue certificate of incorporation on registration of conversion
(1) The Registrar shall register the conversion of a private limited company into
an unlimited company if satisfied that the application for registration complies with
the requirements of this...
- Section 85 - Conversion of unlimited company into a private limited company
(1) An unlimited company may convert itself into a private limited company if
(but only if) the conditions specified in subsection (2) are complied with.
(2) The conditions are that—
(a) a special...
- Section 86 - Requirements for registration of unlimited company as private limited company
(1) The Registrar may not register the conversion of an unlimited company as
a private limited company unless the application for registration—
(a) contains a statement of the company's new name on...
- Section 87 - Registrar to issue certificate of incorporation on registration of conversion
(1) The Registrar shall register the conversion an unlimited company into a
private limited company if satisfied that the application for registration complies
with the requirements of this...
- Section 88 - Statement of capital required if company already has share capital
(1) If, in the case of a company whose conversion has been registered under
section 87, the company has already allotted share capital, it shall, within fourteen
days after the registration, lodge...
- Section 89 - Conversion of public company into private and unlimited company
(1) A public company limited by shares may convert itself into an unlimited
private company with a share capital if—
(a) all the members of the company have assented to its being so
converted;
(b)...
- Section 90 - Registrar not to register conversion unless application for registration complies with prescribed requirements
The Registrar shall not register the conversion of a public limited company into
an unlimited private company unless the application for registration—
(a) contains a statement of the company's new...
- Section 91 - Registrar to issue certificate of incorporation on registration of conversion
(1) The Registrar shall register the conversion of a public company into an
unlimited private company if satisfied that the application for registration complies
with the requirements of this...
- Section 92 - How persons become members of company
(1) The subscribers to the memorandum and articles become members of the
company on the registration of the company.
(2) As soon as practicable after the registration of the company, it shall...
- Section 93 - Company to keep register of members
(1) Every company shall keep a register of its members which shall include
information relating to beneficial owners of the company, if any.
(2) A company shall enter in its register of...
- Section 93A - Company to keep register of beneficial owners
(1) Every company shall keep a register of its beneficial owners.
(2) A company shall enter in its register of beneficial owners, information
relating to its beneficial
owners as prescribed in the...
- Section 94 - Company to keep register of members of its registered office
(1) Except in so far as the regulations otherwise provide, a company shall
ensure that its register of members is—
(a) kept at its registered office;
(aa) if the register is prepared at another...
- Section 95 - Certain companies to keep index of members
(1) A company that has more than fifty members shall keep an index of the
names of the members of the company, unless the register of members is in such
a form as to constitute in itself an...
- Section 96 - Rights of persons to inspect register of members and require copies
(1) A public company shall keep its register of members and its index of
members (if any) open for inspection by—
(a) a member of the company without charge; and
(b) any other person on payment of...
- Section 97 - Consequences of company refusing inspection of its register or to provide copy of its register of members
(1) Within five working days after receiving a request under section 96, a
company shall either—
(a) comply with the request or decline it by giving sufficient reasons in
writing; or
(b) apply to...
- Section 98 - Offence to refuse inspection of register of members or to fail to provide copy
(1) If a company—
(a) refuses to allow an inspection required under section 96; or
(b) fails to provide a copy required under that section,
otherwise than in accordance with an order of the Court,...
- Section 99 - Register of members: offences in connection with request for or disclosure of information
(1) A person who makes a request under section 96 that contains a statement
that the person knows, or has reason to suspect, is false or misleading in a material
respect commits an offence.
(2) A...
- Section 100 - Company to provide information as to state of register of members and index of members’ names
(1) When a person inspects a company's register of members, or a company
provides the person with a copy of the register or any part of it, the company shall
inform the person of the most recent...
- Section 101 - Removal of entries relating to former members
(1) A company may expunge from its register of members an entry relating to
a person who was formerly a member of the company after the expiry of ten years
after the date on which the person ceased...
- Section 102 - Single member companies
(1) If a limited company is formed under this Act with only one member, the
Registrar shall enter in the register of members of the company, the name and
address of that member and a statement that...
- Section 103 - Power of Court to rectify register
(1) If—
(a) the name of any person is, without sufficient cause, entered in or
omitted from the register of members of a company; or
(b) the cessation of membership of a person who has ceased to be...
- Section 104 - Trusts not to be entered on register
(1) A company shall not accept, and shall not enter in its register of members,
notice of any trust, expressed, implied or constructive.
(2) If a company contravenes subsection (1), the company, and...
- Section 105 - Register to be evidence
Until the contrary is proved, the register of members of a company is evidence
of the matters required or authorised to be included in it.
- Section 106 - Time limit for claims arising from entry in register
(1) Liability incurred by a company—
(a) from making or deleting an entry in the register of members; or
(b) from failing to make or delete any such entry,
is not enforceable more than ten years...
- Section 107 - Interpretation: Division 3
(1) In relation to a company other than a company limited by shares, a reference
in this Division to shares is a reference to the interest of its members as such,
whatever the form of that...
- Section 108 - Prohibition on subsidiary being a member of its holding company
(1) Except as provided in sections 109 and 110—
(a) a body corporate may not be a member of a company that is its holding
company; and
(b) any allotment or transfer of shares in a company to its...
- Section 109 - Subsidiary acting as executor, administrator or trustee
(1) The prohibition in section 108(1)(a) does not apply if the subsidiary is acting
only in the capacity of—
(a) executor or administrator; or
(b) trustee unless the subsidiary's holding company or...
- Section 110 - Interest to be disregarded: residual interest under pension scheme or employees’ share scheme
(1) If shares in a company are held in trust for the purposes of a pension scheme
or an employees' share scheme, any residual interest that has not yet vested in
possession. is to be disregarded for...
- Section 111 - Employers' rights of recovery under pension scheme or employees' share scheme
(1) For purposes of section 110, if shares in a company are held in trust for
the purposes of a pension scheme or an employees' share scheme, of any charge
security right or lien on, or set-off...
- Section 112 - Subsidiary acting as authorised dealer in securities
(1) The prohibition in section 108 does not apply if the shares are held by the
subsidiary in the ordinary course of its business as an intermediary.
(2) For the purposes of subsection (1), a...
- Section 113 - Protection of third parties in cases if subsidiary acting as dealer in securities
If—
(a) a subsidiary that is a dealer in securities has purportedly acquired
shares in its holding company in contravention of the prohibition in
section 108; and
(b) a person acting in good faith...
- Section 114 - Effect of provisions of articles relating to enjoyment or exercise of rights of members
(1) This section applies to a provision in the articles of a company that enables
a member to nominate another person or persons to enjoy or exercise all or any
specified rights of the member in...
- Section 115 - Traded companies: nomination of persons to enjoy information rights
(1) A member of a company whose shares are admitted to trading on a
regulated market and who holds shares on behalf of another person may nominate
a person to enjoy information rights.
(2) The...
- Section 116 - Information rights: form in which copies to be provided
(1) If the person to be nominated under section 115 wishes to receive copies
of documents or other information in hard copy form, that person shall, before the
nomination is made—
(a) request the...