Section 193 of The Companies Act No. 17 of 2015: 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 the ordinary course of the company's business. the company shall, unless the contract is in writing, ensure that the contract complies with subsection (2).
(2) A contract complies with this subsection if the terms are either—
(a) set out in a written memorandum; or
(b) recorded in the minutes of the first meeting of the directors of the company following the making of the contract.
(3) If a company fails to comply with this section, the company and the director commit an offence and on conviction are each liable to a fine not exceeding two hundred thousand shillings.
(4) Failure to comply with this section in relation to a contract does not affect the validity of the contract.
(5) This section does not affect the operation of any other enactment or rule of law applying to contracts between a company and a director of the company.
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