Section 104 of The Companies Act No. 17 of 2015: 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 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.
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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.
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(1) Liability incurred by a company—
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(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...
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(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...
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(1) The prohibition in section 108(1)(a) does not apply if the subsidiary is acting
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(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
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(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...
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(1) The prohibition in section 108 does not apply if the shares are held by the
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(2) For the purposes of subsection (1), a...
- Section 113 - Protection of third parties in cases if subsidiary acting as dealer in securities
If—
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shares in its holding company in contravention of the prohibition in
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(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
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(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...
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(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...
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(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...
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(1) This section applies to sections 289, 312 and 766.
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(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...
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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...
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(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—
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(1) For the purposes of this Part, a director of a company is taken to control a body corporate if, but only if—
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(i) has an interest in...
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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...
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(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...
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(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...
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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...
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(1) Every company shall keep a register of directors' residential addresses that contains the usual residential address of each of the company's directors.
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(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...
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(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...
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(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...
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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.
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(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...
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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...
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(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...
- Section 149 - Cases within more than one of the general duties
Except as otherwise provided, more than one of the general duties may apply to a director in any given case.
- Section 150 - Consent, approval or authorisation by members
(1) If—
(a) section 146 is complied with by authorisation by the directors; or
(b) section 151 is complied with, the transaction or arrangement is not liable to be set aside because of any common...
- Section 151 - Duty to declare interest in proposed or existing transaction or arrangement
(1) If a director of a company is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, or in a transaction or arrangement that the company has...
- Section 152 - Director to make declaration by notice in writing
(1) A director who is required to make a declaration of interest shall give a notice to the other directors.
(2) The director may give the notice in hard copy form or, if the recipient has agreed to...
- Section 153 - General notice to be regarded as sufficient declaration
(1) A general notice given in accordance with this section is a sufficient declaration of interest in relation to the matters to which it relates.
(2) A general notice is a notice given to the...
- Section 154 - Declaration of interest in case of company with sole director
(1) If a declaration of interest under section 151 is required of a sole director ofa company that is required to have more than one director— (a) the company shall record the declaration in...