Section 190 of The Companies Act No. 17 of 2015: 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 or otherwise) for the company, or for a subsidiary of the company; or
(b) services (as director or otherwise) that a director of a company undertakes personally to perform are made available by a third party to the company, or to a subsidiary of the company.
(2) The provisions of this Part relating to directors' service contracts apply to the terms of a person's appointment as a director of a company and are not restricted to contracts for the performance of services outside the scope of the ordinary duties of a director.
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- Section 191 - Company to keep copy of contract or memorandum of terms available for inspection
(1) A company shall keep 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
(1) If—
(a) a limited company having only one member enters into a contract with the sole member;
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- Section 197 - Directors to disclose qualifying indemnity provision in directors’ report
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- 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—
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- 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.
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- Section 200 - Interpretation
(1) The purpose of this Division is to protect—
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- 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—
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(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
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(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
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- 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
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- 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...
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(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—
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(1) A court shall make a disqualification order against a person if satisfied, on an application made to it under section 219—
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- 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...
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(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—
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(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...
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(1) For the purposes of this section, a person is personally responsible for all the relevant debts of a company if at any time—
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(2) If—
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(a) is a director or secretary of a company registered in Kenya; and
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- Section 236 - Registrar to establish and maintain Register of foreign restrictions
(1) The Registrar shall establish and maintain a register of foreign restrictionsin which the Registrar shall enter particulars of foreign restrictions relating to a persons who is or may become a...
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(1) In this Part, "derivative claim" means proceedings by a member of a company—
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(2) A...
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(1) In order to continue a derivative claim brought under this Part by a member,the member has to apply to the Court for permission to continue it.
(2) If satisfied that the application and the...
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(1) If—
(a) a company has brought a claim; and
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