Section 192 of The Companies Act No. 17 of 2015: 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 191.
(2) A company to which this section applies shall, on being requested to do so by a member of the company, make the copy of the service contract, or the memorandum, available for inspection by the member without charge.
(3) A company to which this section applies shall, within seven days after being requested to do so by a member of the company, provide the member with a copy of the relevant service contract or memorandum, subject to payment of the prescribed fee if any.
(4) If the company fails without reasonable excuse to comply with a request made under subsection (2) or (3), 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 five hundred thousand shillings.
(5) If, after a company or any of its officers is convicted of an offence under subsection (4), the company continues to fail to comply with the relevant request, 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 fifty thousand shillings for each such offence.
(6) If a company refuses to allow an inspection as requested under subsection(2), or to provide a copy of the service contract or memorandum requested under subsection (3), the Court may, on the application of a person affected by the refusal, make an order compelling the company to allow an immediate inspection of the service contract or memorandum, or to provide that person 40 with a copy of it.
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(1) If—
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(1) This section applies to the following provisions—
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(1) Section 194(3) does not apply to a qualifying third party indemnity provision.
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- Section 197 - Directors to disclose qualifying indemnity provision in directors’ report
(1) In this section, "qualifying indemnity provision" means—
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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—
(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—
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(1) A company shall not use or disclose protected information about any of itsdirectors, except—
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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—
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- 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...
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(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...
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- Section 208 - Power to make provision for employees on cessation or transfer of business
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(2) The power conferred by section 208(1) is...
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(1) A company shall ensure that minutes of all proceedings at meetings of itsdirectors are recorded.
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- 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
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- 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...
- 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—
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- 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—
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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...
- 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
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- Section 223 - Offence for undischarged bankrupts to act as director or secretary of company
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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—
(a) the person is concerned in the management of the company in...
- Section 225 - Application for leave under an order or undertaking
(1) A person may make an application to the Court for a disqualification order only if the person has given the person against whom the order is sought a notice of intention to apply for such an...
- Section 226 - Application for leave under an order or undertaking
(1) If a person is subject to a disqualification order made by the Court, an application for leave for the purposes of section 214(1) may be made only to the Court.
(2) If—
(a) a person is subject...
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- Section 228 - Offence to breach of disqualification order or undertaking
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- Section 229 - Disqualified person may apply to the Court for permission to act in way that would otherwise breach disqualification
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(2) The Attorney General is entitled to...
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- Section 233 - Persons who are subject to foreign restrictions
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(a) is, because of misconduct, incompetence...
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(a) being a director or secretary of a Kenyan company; or
(b) in any way, whether directly or indirectly, being concerned in...
- Section 235 - Persons subject to foreign restrictions to be personally liable for debts of company
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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...
- Section 237 - Admissibility in evidence of statements
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- Section 238 - Interpretation: Part XI
(1) In this Part, "derivative claim" means proceedings by a member of a company—
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(2) A...
- Section 239 - Application for permission to continue derivative claim
(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...
- Section 240 - Application to Court for permission to continue claim as a derivative claim: how disposed of
(1) If—
(a) a company has brought a claim; and
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- Section 241 - Application for permission to continue claim as a derivative action
(1) If a member of a company applies for permission under section 239 or 240,the Court shall refuse permission if satisfied—
(a) that a person acting in accordance with section 144 would not seek to...
- Section 242 - Application for permission to continue derivative claim brought byanother member
(1) If a derivative claim—
(a) has been brought by a member of a company;
(b) was brought by a company and is continued by a member of the company as a derivative claim; or
(c) has been continued...