Section 112 of The Companies Act No. 17 of 2015: 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 subsidiary carries on business as an
intermediary if it—
(a) carries on a genuine business of dealing in securities;
(b) is a member of an approved securities exchange in Kenya or is
otherwise approved or supervised as a dealer in securities in Kenya;
and
(c) does not carry on an excluded business.
(3) For the purposes of subsection (2), the following are excluded businesses—
(a) a business that consists wholly or mainly in the making or managing
of investments;
(b) a business that consists wholly or mainly of, or is carried on wholly
or mainly for the purposes of, providing services to persons who are
associates of the person carrying on the business;
(c) an insurance business;
(d) a business that involves managing or acting as trustee in relation to
a pension scheme, or that is carried on by the manager or trustee of
such a scheme in connection with or for the purposes of the scheme;
and
(e) a business that consists of operating or acting as trustee in relation to
a collective investment scheme, or that is carried on by the manager
or trustee of such a scheme in connection with, and for the purposes
of, the scheme.
(4) In this section—
(a) "collective investment scheme" has the meaning given by section 2
of the Capital Markets Act (Cap. 485A); and
(b) "insurance business" means business that involves effecting or
carrying out of contracts of insurance.
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- 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
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(b) a person acting in good faith...
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(1) This section applies to a provision in the articles of a company that enables
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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...
- 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
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- 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...
- 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
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- Section 152 - Director to make declaration by notice in writing
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(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...
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(1) This section applies to a contract under which the employment of a personas a director of company is guaranteed—
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(b) if the person is the director of a holding company —...
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(1) A company may not enter into an arrangement under which—
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- Section 159 - Exception for transactions with members or other group companies
An approval is not required to be obtained under section 158—
(a) for a transaction between a company and a person as a member of the company; or
(b) for a transaction between—
(i) a holding...
- Section 160 - Exception in case of company in liquidation or under administration
(1) This section applies to a company—
(a) that is in liquidation, unless the liquidation is a members' voluntary liquidation; or
(b) that is under administration.
(2) An approval is not required...
- Section 161 - Exception for transactions on recognised investment exchange
(1) An approval is not required to be obtained under section 158 for atransaction on an approved securities exchange that is effected by a director, or a person connected with the director, through...
- Section 162 - Property transactions: civil consequences of contravening section 159
(1) An arrangement entered into by a company in contravention of section 158 and any transaction entered into in accordance with the arrangement (whether by the company or any other person) is...