Section 147 of The Companies Act No. 17 of 2015: 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 or omission of the person as a director.
(2) Benefits received by a director from a person by whom his or her services (as a director or otherwise) are provided to the company are not regarded as conferred by a third party.
(3) Deleted by Act No. 28 of 2017, s. 13.
(4) A reference in this section to a conflict of interest includes a conflict of interest and duty and a conflict of duties.
(5) A person who contravenes subsection (1) commits an offence and is liable on conviction to a fine not exceeding one million shillings.
(6) On the conviction of a person for an offence under subsection (2), the benefit or its equivalent accepted by the person under subsection (1) is forfeited to the company.
(7) In this section, "third party" means a person other than the company, an associated body corporate or a person acting on behalf of the company or an associated body corporate.
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(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
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(1) If—
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- Section 152 - Director to make declaration by notice in writing
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(2) A general notice is a notice given to the...
- Section 154 - Declaration of interest in case of company with sole director
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- Section 155 - Definition of credit transaction for purposes of Division 5
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- Section 156 - Meaning of "quasi-loan" and related expressions
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- Section 157 - Director’s long-term service contracts: requirement of members’ approval
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- Section 158 - Substantial property transactions: requirement of members’ approval
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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
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- Section 162 - Property transactions: civil consequences of contravening section 159
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- Section 163 - Property transactions: effect of subsequent affirmation
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(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—
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- Section 169 - Exceptions for expenditure on company business
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- Section 170 - Exception for expenditure on defending proceedings etc
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(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
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(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
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- 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...
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(a) in the case of a loan or quasi-loan, the person to whom it is made;
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(2) A transaction or arrangement to which this section applies is...
- Section 179 - Loans etc: effect of subsequent affirmation
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(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...
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(a) is to cease to hold office; and
(b) is to cease to be the...
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(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
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- Section 184 - Members’ approval required for payment in connection with share transfer
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- Section 185 - Exception for payments in discharge of legal obligations etc
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- Section 187 - Payments made without approval: civil consequences
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(a) the payment is held by the recipient on trust for the company making the payment; and
(b) any director who authorised the payment is...
- Section 188 - Approval by written resolution: accidental failure to send memorandum
(1) If—
(a) approval under this Division is sought by written resolution; and
(b) a memorandum is required under this Division to be sent or submitted to every eligible member before the resolution...
- Section 189 - What happens if approval is required under more than one provision
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- Section 191 - Company to keep copy of contract or memorandum of terms available for inspection
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(b) if the contract is not in writing – a...
- Section 192 - Right of member to inspect and to obtain copy of memorandum
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- Section 193 - Contract with sole member who is also a director
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(b) the sole member is also a director of the company; and
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- Section 194 - Provisions protecting directors from liability
(1) This section applies to the following provisions—
(a) a provision of a company's constitution;
(b) a provision of any contract, scheme or arrangement to which the company or a related company is...
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- Section 196 - Qualifying third party indemnity provision not affected
(1) Section 194(3) does not apply to a qualifying third party indemnity provision.
(2) In this section, "third party indemnity provision", in relation to a director, means provision for indemnity...
- Section 197 - Directors to disclose qualifying indemnity provision in directors’ report
(1) In this section, "qualifying indemnity provision" means—
(a) a qualifying third party indemnity provision; and
(b) a qualifying pension scheme indemnity provision.
(2) If, when a directors'...