Section 174 of The Companies Act No. 17 of 2015: 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 a money-lending company if—
(a) the transaction, that is, the loan, quasi-loan, guarantee or security, is entered into by the company in the ordinary course of the company's business; and
(b) the value of the transaction is not greater, and its terms are not more favourable, than it is reasonable to expect the company would have offered to a person of the same financial standing but unconnected with the company.
(2) A company is a money lending company for the purpose of subsection (1) if its ordinary business comprises or includes making loans or quasi-loans, or giving guarantees or providing security in connection with loans or quasi-loans.
(3) The condition specified in subsection (1)(b) does not of itself prevent a company from making a home loan—
(a) to a director of the company or of its holding company; and
(b) to an employee of the company, if the company normally makes loans of that description to its employees and the terms of the loan are no more favourable than those on which it normally makes such loans.
(4) For the purposes of subsection (3), "home loan" means—
(a) a loan made for the purpose of facilitating the purchase, for use as the only or main residence of the person to whom the loan is made, of the whole or part of any dwelling-house together with any land to be occupied and enjoyed with it;
(b) a loan made for the purpose of improving a dwelling-house or part of a dwelling-house so used or any land occupied and enjoyed with it; and
(c) a loan made in substitution for a loan made for the purpose of paragraph (a) or (b).
Enhance Your Research with Bookmarks and Annotations
Here's how you can use these features:
- To bookmark this page, click the "Bookmark this Page" button below the document title.
- To add an annotation, highlight text in the document and select "Add Annotation" from the toolbar that appears.
- These features are great for organizing your research and keeping track of key information.
- You can view and manage your bookmarks and annotations on your Bookmarks and Annotations page.
- 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...
- Section 185 - Exception for payments in discharge of legal obligations etc
(1) An approval is not required under section 182, 183 or 184 for a payment made in good faith—
(a) in discharge of an existing legal obligation;
(b) as damages for breach of such an...
- Section 186 - Exception for small payments
(1) An approval is not required under section 182, 183 or 184 if—
(a) the relevant payment is made by the company or any of its subsidiaries; and
(b) the amount or value of the payment, together...
- Section 187 - Payments made without approval: civil consequences
(1) If a payment is made in contravention of section 182—
(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
(1) An approval may be required under more than one section of this Division.
(2) If an approval is required under more than one section of this Division, thecompany shall comply with each applicable...
- Section 190 - Directors’ service contracts
(1) For the purposes of this Division, a contract is a director's service contractif it is a contract under which—
(a) a director of a company undertakes personally to perform services (as director...
- Section 191 - Company to keep copy of contract or memorandum of terms available for inspection
(1) A company shall keep available for inspection—
(a) a copy of each director's service contract with the company or with a subsidiary of the company; or
(b) if the contract is not in writing – a...
- Section 192 - Right of member to inspect and to obtain copy of memorandum
(1) This section applies to a company that is required to keep a copy of a director's service contract, or a memorandum setting out the terms of the contract, available in accordance with section...
- Section 193 - Contract with sole member who is also a director
(1) If—
(a) a limited company having only one member enters into a contract with the sole member;
(b) the sole member is also a director of the company; and
(c) the contract is not entered into in...
- 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...
- Section 195 - Provision of insurance not prevented
Section 194(3) does not prevent a company from purchasing and maintaining insurance against any liability specified in that subsection for a director of the company or a director of an associated...
- 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'...
- Section 198 - Copy of qualifying indemnity provision to be available for inspection
(1) This section has effect if a qualifying indemnity provision is made for a director of a company and—
(a) applies to the company (whether the provision is made by the company or by an associated...
- Section 199 - Right of member to inspect and request copy of qualifying indemnity provision
(1) This section applies to a company that is required to keep available for inspection a copy of a qualifying indemnity provision or memorandum in accordance with section 198.
(2) A company to which...
- Section 200 - Interpretation
(1) The purpose of this Division is to protect—
(a) information about a director's usual residential address; and
(b) the information that the director's service address is the director's usual...
- Section 201 - Protected information: restriction on use or disclosure by company
(1) A company shall not use or disclose protected information about any of itsdirectors, except—
(a) for communicating with the director concerned;
(b) in order to comply with any requirement of...
- Section 202 - Protected information: restriction on use or disclosure by Registrar
(1) The Registrar shall omit protected information from the material on theregister that is available for inspection if—
(a) it is contained in a document lodged with the Registrar in which the...
- Section 203 - Permitted use or disclosure by the Registrar
(1) The Registrar may use protected information relating to a director for communicating with the director.
(2) The Registrar may disclose protected information—(a) to a prescribed public authority;...
- Section 204 - Disclosure under Court order
(1) The Court may make an order for the disclosure of protected information by the company or by the Registrar if—
(a) there is evidence that service of documents at a service address other than the...
- Section 205 - Circumstances in which Registrar may place address on the public record
(1) The Registrar may place a director's usual residential address on the public record if—
(a) communications sent by the Registrar to the director and requiring a response within a specified period...
- Section 206 - Placing the director’s address on the public record
(1) On deciding in accordance with section 205 that a director's usual residential address is to be placed on the public record, the Registrar shall proceed as if notice of a change of registered...
- Section 207 - Ratification of acts of directors
(1) A decision of a company to ratify the conduct of a director amounting to negligence, default, breach of duty or breach of trust in relation to the company can be taken only by the members....
- Section 208 - Power to make provision for employees on cessation or transfer of business
(1) The powers of the directors of a company include a power to provide for the benefit of persons employed or formerly employed by the company, or any of subsidiary of the company, in connection with...
- Section 209 - Limitations on the exercise of the power to make provision for employees
(1) A resolution of the directors under section 208(3) is not sufficient authorityfor payments to or for the benefit of directors, or former directors.
(2) The power conferred by section 208(1) is...
- Section 210 - Minutes of directors’ meetings
(1) A company shall ensure that minutes of all proceedings at meetings of itsdirectors are recorded.
(2) A company shall keep the minutes of each meeting of its directors' for atleast seven years...
- Section 211 - Minutes taken to be evidence of proceedings at meeting of company until contrary proved
(1) Minutes of a meeting of the directors recorded in accordance with section210 are, if authenticated by the person presiding at the meeting or by the person presiding at the next directors' meeting,...
- Section 212 - Transactions under foreign law
For the purposes of this Part, it does not matter whether the law that, apart from this Act, governs an arrangement or transaction is the law or part of the law of Kenya.
- Section 213 - Interpretation: Part X
In this Part, unless the context otherwise requires "disqualification order" means a disqualification order made under this Part or insolvency related laws or any other enactment prescribed by the...
- Section 214 - Effect of order disqualifying person from being a director or secretary
(1) If a court makes a disqualification order against a person, the person is, unless the court gives leave to the contrary, disqualified from— (a) being or acting as a director or secretary of a...
- Section 215 - Disqualification on conviction for offence
(1) On convicting a person of an offence relating to the promotion, formation,management, liquidation or administration of a company, the court may make a disqualification order against the...
- Section 216 - Disqualification for fraud or breach of duty committed while company in liquidation or under administration
(1) This section applies to holders of the following offices of, or in relation to,a company:
(a) an officer of the company;
(b) a liquidator or provisional liquidator of the company;
(c) if the...
- Section 217 - Disqualification on conviction of offence involving failure to lodge returns or other documents with Registrar
(1) This section applies to offences of which a person is convicted inconsequence of a failure to comply with any provision of this Act or the insolvency related laws requiring—
(a) a return,...
- Section 218 - Duty of court to disqualify unfit directors and secretaries of insolventcompanies
(1) A court shall make a disqualification order against a person if satisfied, on an application made to it under section 219—
(a) that the person is or has been a director or secretary of a company...
- Section 219 - Applications to court under section 219
(1) If the Attorney General is satisfied that it would be in the public interest fora disqualification order under section 218 to be made against a person—
(a) the Attorney General; or
(b) if the...
- Section 220 - Disqualification undertakings
(1) In the circumstances specified in section 218, the Attorney General may accept a disqualification undertaking by any person that, for a period specified in the undertaking, the person—
(a) will...
- Section 221 - Disqualification after investigation of company
(1) If, as result of a report of an investigation conducted under Part XXX ,the Attorney General considers that it would be in the public interest for a disqualification order to be made against a...
- Section 222 - Variation of disqualification undertaking
(1) The relevant court may, on the application of a person who is subject to adisqualification undertaking—
(a) reduce the period for which the undertaking is to be in force; and (b) provide for it...
- Section 223 - Offence for undischarged bankrupts to act as director or secretary of company
(1) A person who, except with the leave of a court—(a) acts as a director or secretary of a company; and
(b) directly or indirectly participates in its promotion, formation or management, while an...
- Section 224 - Personal liability for company’s debts if person acts while disqualified
(1) For the purposes of this section, a person is personally responsible for all the relevant debts of a company if at any time—
(a) the person is concerned in the management of the company in...