Section 98 of The Companies Act No. 17 of 2015: 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, 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 seven hundred and fifty thousand shillings.
(2) If, after a company or any of its officers is convicted of an offence under
subsection (1), the company continues to refuse to allow an inspection or to fail
provide. the required copy, 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 seventy-five thousand shillings
for each such offence.
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- 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...
- Section 117 - Information on possible rights in relation to voting
(1) When a company sends a copy of a notice of a meeting to a person
nominated under section 115, it shall also send to that person a statement that—
(a) the nominated person may have a right under...
- Section 118 - Information rights and status of rights
(1) This section has effect as regards the rights conferred by a nomination
under section 115.
(2) Enjoyment by the nominated person of the rights conferred by the
nomination is enforceable against...
- Section 119 - Termination or suspension of nomination
(1) The nomination of a person under section 115 may be terminated at the
request of the member or of the nominated person.
(2) The nomination ceases to have effect on the occurrence in relation to...
- Section 120 - Exercise of rights if shares held on behalf of others
(1) If a member holds shares in a company on behalf of more than one person—
(a) rights attached to the shares; and
(b) rights under any written law exercisable because of holding the
shares,
need...
- Section 121 - Exercise of rights if shares held on behalf of others: members’ requests
(1) This section applies to sections 289, 312 and 766.
(2) A company is required to act under a section to which this section applies if it receives a request that complies with the following...
- Section 122 - Persons who are connected with a director for purposes of this Part
(1) For the purposes of this Part, a person is connected with a director of a company if the person is—
(a) a member of the director's family as defined in section 123;
(b) a body corporate with...
- Section 123 - Members of a director’s family
For the purposes of this Part, a person is member of a director's family if the person is—
(a) the director's spouse;
(b) a child or step-child of the director;
(c) a child or step-child of the...
- Section 124 - When a director connected with a body corporate for purposes of this Part
(1) In this Part, a director is connected with a body corporate if, but only if, the director and the persons connected with the director together—
(a) are interested in shares comprised in the...
- Section 125 - When a director is to be regarded as controlling a body corporate for purposes of this Part
(1) For the purposes of this Part, a director of a company is taken to control a body corporate if, but only if—
(a) the director or any person connected with the director—
(i) has an interest in...
- Section 126 - When bodies corporate are to be treated as being associated for purposes of this Part
For the purposes of this Part—
(a) bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and
(b) companies are associated if one is...
- Section 127 - References to company’s constitution
A reference in this Part to a company’s constitution includes—
(a) any resolution or other decision made in accordance with the constitution; and
(b) any decision by the members of the company, or a...
- Section 128 - Company required to have directors
(1) A private company is required to have at least one director.
(2) A public company is required to have at least two directors.
- Section 129 - Company required to have at least one natural person as a director
(1) A company is required to have at least one director who is a natural person.
(2) Subsection (1) is complied with if the office of director is held by a natural person as a corporation sole or...
- Section 130 - Direction requiring company to make appointment
(1) On forming the opinion that a company is in breach of section 128 or 129,the Registrar may give the company a direction in accordance with subsection (2). (2) A direction is in accordance with...
- Section 131 - Minimum age for director
(1) A person who has not reached eighteen years of age may not be appointedto be a director of a company.
(2) An appointment made in contravention of subsection (1) is void.
- Section 132 - Appointment of director of public company
(1) A public company shall ensure that at a general meeting of the company amotion for the appointment of two or more persons as directors of the company by a single resolution is moved only if a...
- Section 133 - Validity of acts of directors
(1) The acts of a director are valid even if it is later discovered that—
(a) the appointment of the director was defective; or
(b) the director—
(i) was disqualified from holding office;
(ii) had...
- Section 134 - Company to keep register of directors
(1) Every company shall keep a register of its directors.
(2) A company shall ensure that its register of directors complies with sections135 and 136.
(3) A company shall keep its register of...
- Section 135 - Particulars of directors to be registered: natural persons
(1) A company's register of directors is required to contain the following particulars in respect of a director who is a natural person—
(a) the person's name and any former name;
(b) a service...
- Section 136 - Particulars of directors to be registered: corporate directors
If a director of a company is a body corporate, a company’s register of directors is required to contain the following particulars in respect of the body—
(a) the body's corporate name;
(b) the...
- Section 137 - Company to keep register of directors’ residential addresses
(1) Every company shall keep a register of directors' residential addresses that contains the usual residential address of each of the company's directors.
(2) If a director's usual residential...
- Section 138 - Duty of company to notify Registrar of changes of directors and directors’ addresses
(1) Within fourteen days after—
(a) a person is appointed or ceases to hold appointment as a director of a company; or
(b) any change occurs in the particulars contained in a company's register of...
- Section 139 - Resolution to remove directors from office
(1) A company may, by ordinary resolution at a meeting, remove a director before the end of the director's period of office, despite anything to the contrary in any agreement between the company and...
- Section 140 - Scope and nature of general duties
(1) The general duties specified in this Division are owed by a director of a company to the company.
(2) A person who ceases to be a director continues to be subject to—
(a) the duty in section 146...
- Section 141 - Director’s right to protest against removal
(1) On receipt of notice of a motion for a resolution to remove a director undersection 139, the company shall send a copy of the notice to the director concerned.
(2) The director, whether or not a...
- Section 142 - Duty of director to act within powers
A director of a company shall—
(a) act in accordance with the constitution of the company; and
(b) only exercise powers for the purposes for which they are conferred.
- Section 143 - Duty of director to promote the success of the company
(1) A director of a company shall act in the way in which the director considers, in good faith, would promote the success of the company for the benefit of its members as a whole, and in so doing the...
- Section 144 - Duty of director to exercise independent judgement
(1) A director of a company shall exercise independent judgment.
(2) The duty under subsection (1) is not infringed by the director acting—
(a) in accordance with an agreement duly entered into by...
- Section 145 - Duty of director to exercise reasonable care, skill and diligence
In performing the functions of a director, a director of a company shall exercise the same care, skill and diligence that would be exercisable by a reasonably diligent person with—
(a) the general...
- Section 146 - Duty of director to avoid conflicts of interest
(1) A director of a company shall avoid a situation in which the director has, or can have, a direct or indirect interest that conflicts, or may conflict, with the interests of the...
- Section 147 - Duty not to accept benefits from third parties
(1) A person who is a director of a company shall not accept a benefit from a third party if the benefit attributable—
(a) to the fact that the person is a director of the company; or (b) to any act...
- Section 148 - Civil consequences of breach of general duties
(1) The consequences of breach (or threatened breach) of the general duties ofdirectors set out in this Division are the same as would apply if the corresponding common law rule or equitable principle...