Section 134 of The Companies Act No. 17 of 2015: 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 directors open for inspection at its registered office or at some other place prescribed or authorised by the regulations.
(4) A company shall ensure that its register of directors is kept open during its ordinary hours of business for inspection by—
(a) any member of the company without charge; and
(b) any other person on payment of a fee (if any) not exceeding the amount prescribed for the purposes of this subsection.
(5) If a company refuses to allow a person to inspect the register, that person may apply to the Court for an order under subsection (6).
(6) If, on the hearing of an application made under subsection (5), the Courtis satisfied that the company's refusal was without justification, it shall make an order directing the company to allow the applicant or the applicant's representative to inspect the company's register and, if it does so, it may make a further order directing the company to pay the applicant's costs in the matter.
(7) If a company fails to comply with a requirement of this section, 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 one million shillings.
(8) If, after a company or any of its officers is convicted of an offence under subsection (7), the company continues to fail to comply with the relevant requirement, 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 one hundred thousand shillings for each such offence.
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- 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
(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...
- Section 155 - Definition of credit transaction for purposes of Division 5
(1) In this Division, "credit transaction" means a transaction under which one party (a creditor)—
(a) supplies any goods under a hire-purchase agreement, a conditional sale agreement or retention of...
- Section 156 - Meaning of "quasi-loan" and related expressions
(1) For the purposes of this Division, a quasi-loan is a transaction under whichone party (a creditor)—
(a) agrees to pay, or pays otherwise than in accordance with an agreement, an amount for...
- Section 157 - Director’s long-term service contracts: requirement of members’ approval
(1) This section applies to a contract under which the employment of a personas a director of company is guaranteed—
(a) with the company; or
(b) if the person is the director of a holding company —...
- Section 158 - Substantial property transactions: requirement of members’ approval
(1) A company may not enter into an arrangement under which—
(a) a director of the company or of its holding company, or a person connected with such a director, acquires or is to acquire from the...
- 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...
- Section 163 - Property transactions: effect of subsequent affirmation
(1) If a transaction or arrangement is entered into by a company incontravention of section 158 but within a reasonable period, it is affirmed—
(a) in the case of a contravention of subsection (1) of...
- Section 164 - Loans to directors to be approved by members
(1) A company may not—
make a loan to a director of the company or of its member, holding company; or
(b) give a guarantee or provide security in connection with a loan made by any person to such a...
- Section 165 - Quasi-loans to directors: requirement of members' approval
(1) This section applies to a company that is—
(a) a public company; or
(b) a company associated with a public company.
(2) A company to which this section applies may not—
(a) make a quasi-loan...
- Section 166 - Loans or quasi-loans to persons connected with directors: requirement of members’ approval
(1) This section applies to a company that is—
(a) a public company; or
(b) a company associated with a public company.
(2) A company to which this section applies may not—
(a) make a loan or...
- Section 167 - Credit transactions: requirement of members' approval
(1) This section applies to a company that is—
(a) a public company; or
(b) a company associated with a public company.
(2) A company to which this section applies may not—
(a) enter into a credit...
- Section 168 - Related arrangements: requirement of members’ approval
(1) A company may not—
(a) participate in an arrangement under which—
(i) another person enters into a transaction that, if it had been entered into by the company, would have required approval...
- Section 169 - Exceptions for expenditure on company business
(1) An approval is not required under section 164, 165, 166 or 167 for anythingdone by a company—
(a) to provide a director of the company or of its holding company, or a person connected with any...
- Section 170 - Exception for expenditure on defending proceedings etc
(1) An approval is not required under section 164, 165, 166 or 167 for anything done by a company—
(a) to provide a director of the company or of its holding company with funds to meet expenditure...
- Section 171 - Exception for expenditure in connection with regulatory action or investigation
An approval is not required under section 164, 165, 166 or 167 for anything done by a company—
(a) to provide a director of the company or of its holding company with funds to meet expenditure...
- Section 172 - Exceptions for minor and business transactions
(1) An approval is not required under section 164, 165 or 166 for a company to make a loan or quasi-loan, or to give a guarantee or provide security in connection with a loan or quasi-loan, if the...
- Section 173 - Exceptions for intra-group transactions
(1) An approval is not required under section 164, 165 or 166 for—
(a) the making of a loan or quasi-loan to an associated body corporate; and
(b) the giving of a guarantee or provision of security...
- Section 174 - Exceptions for money-lending companies
(1) An approval is not required under section 164, 165 or 166 for the making of a loan or quasi-loan, or the giving of a guarantee or provision of security in connection with a loan or quasi-loan, by...
- Section 175 - Other relevant transactions or arrangements
(1) This section has effect for determining what are "other relevant transactions or arrangements" for the purposes of an exception to section 164, 165, 166 or 167.
(2) In subsections (3) to (6),...
- Section 176 - The value of transactions and arrangements
(1) For the purposes of this Division—
(a) the value of a transaction or arrangement is to be determined in accordance with subsections (2) to (7); and
(b) the value of any other relevant...
- Section 177 - The person for whom a transaction or arrangement is entered into
For the purposes of this Division, the person for whom a transaction or arrangement is entered into is—
(a) in the case of a loan or quasi-loan, the person to whom it is made;
(b) in the case of a...
- Section 178 - Loans etc: civil consequences for contravention
(1) This section applies to a transaction or arrangement entered into by a company in contravention of section 164, 165, 166 or 167.
(2) A transaction or arrangement to which this section applies is...
- Section 179 - Loans etc: effect of subsequent affirmation
If a transaction or arrangement is entered into by a company in contravention of section 164, 165, 166, 167 or 168 but, within a reasonable period, it is ratified—
(a) in the case of a contravention...
- Section 180 - Payment for loss of office
(1) In this Division, "payment for loss of office" means a payment made to a director or past director of a company—
(a) as compensation for loss of office as a director of the company;
(b) as...
- Section 181 - Amounts taken to be payments for loss of office
(1) This section applies if, in connection with a transfer of the kind referred toin section 183 or 184, a director of the company—
(a) is to cease to hold office; and
(b) is to cease to be the...
- Section 182 - Members’ approval required for payment by company
(1) A company may not make a payment for loss of office to a director of the company unless the payment has been approved by a resolution of the members of the company.
(2) A company may not make a...
- Section 183 - Members’ approval required for payment in connection with transfer of undertaking etc
(1) A person may not make a payment for loss of office to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company unless the...
- Section 184 - Members’ approval required for payment in connection with share transfer
(1) A person may not make a payment for loss of office to a director of a company in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover...