Section 208 of The Companies Act No. 17 of 2015: 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 the cessation, or the transfer to any person, of the whole or part of the undertaking of the company or that subsidiary.
(2) The power referred to in subsection (1) is exercisable despite the generalduty imposed by section 143 on a director to promote the success of the company.
(3) The power conferred by subsection (1) may be exercised only if approvedby—
(a) an ordinary resolution of the company or, if the company's articles require a higher majority or unanimity, a resolution passed by that majority or unanimously; or
(b) a resolution of the directors authorised by the articles of a company.
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- 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...
- 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...
- Section 227 - Register of disqualification orders and disqualification undertakings
(1) The Registrar shall establish and maintain a register of disqualification orders and disqualification undertakings in which the Registrar shall enter all particulars, provided in accordance with...
- Section 228 - Offence to breach of disqualification order or undertaking
A person who, while subject to a disqualification order or disqualification undertaking, contravenes the order or undertaking commits an offence and on conviction liable to a fine not exceeding one...
- Section 229 - Disqualified person may apply to the Court for permission to act in way that would otherwise breach disqualification
(1) A person who is disqualified under this Part may apply to the Court forpermission to act in a way that would otherwise be a breach of the disqualification.
(2) The Attorney General is entitled to...
- Section 230 - Statements from persons who are disqualified
(1) The regulations may require a statement or notice lodged with the Registrarunder section 16, 135 or 248 that relates (wholly or partly) to a person who is a person subject to a disqualification...
- Section 231 - Statements to be made public
(1) A statement that is lodged with the Registrar in accordance with regulations made for the purpose of section 230 is to be treated as a record relating to a company for the purposes of the...
- Section 232 - Offence relating to statement
A person who—
(a) fails to comply with a requirement to lodge a statement with regulations made for the purpose of section 230; or
(b) lodges with the Registrar such a statement that the person...
- Section 233 - Persons who are subject to foreign restrictions
(1) For the purposes of this Division, a person is subject to foreign restrictions if, under the law of a country or territory outside Kenya, the person—
(a) is, because of misconduct, incompetence...
- Section 234 - Disqualification of persons who are subject to foreign restrictions
(1) A person who is subject to foreign restrictions is disqualified from—
(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
(1) A person who—
(a) is a director or secretary of a company registered in Kenya; and
(b) is involved in the management of a Kenyan company, is personally responsible for all debts and other...
- 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
(1) In any legal proceedings (whether or not under this Act), any statement made in compliance or purported compliance with a requirement imposed by or under this Part or the Fourth Schedule, or by or...
- Section 238 - Interpretation: Part XI
(1) In this Part, "derivative claim" means proceedings by a member of a company—
(a) in respect of a cause of action vested in the company; and (b) seeking relief on behalf of the company.
(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
(b) the cause of action on which the claim is based could be pursued as a derivative claim under this Part, a member of the company may apply to the...
- 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...
- Section 243 - Private company not required to have secretary
(1) A private company is required to have a secretary only if it has a paid up capital of five million shillings or more.
(2) If a private company does not have a secretary—
(a) anything authorised...
- Section 244 - Public company required to have secretary
Every public company is required to have at least one secretary.
- Section 245 - Direction requiring public company to appoint secretary
(1) If satisfied that a public company is failing to comply with section 244, the Registrar may give the company a direction under this section.
(2) The Registrar shall state in the direction that...
- Section 246 - Qualifications of secretaries of public companies
(1) The directors of a public company shall take all reasonable steps to ensurethat the secretary or each joint secretary of the company—
(a) is a person who has the requisite knowledge and...
- Section 247 - Discharge of functions if office vacant or secretary unable to act
If, in the case of a public company, the office of secretary is vacant, or for any other reason there is no secretary capable of acting, anything required or authorised to be done by or to the...
- Section 248 - Duty to keep register of secretaries
(1) A public company shall keep a register of its secretaries.
(2) The company shall ensure that its register of secretaries—
(a) contains the required particulars of the person who is, or persons...
- Section 249 - Duty to notify Registrar of change of secretary or joint secretary
(1) A public company shall, within fourteen days after—
(a) a person is appointed to be its secretary or one of its joint secretaries;
(b) ceases to be appointed as such; or
c) any change occurs...
- Section 250 - What particulars of secretaries are required to be registered: natural Persons
(1) If the secretary of a public company is a natural person, the company shallensure that its register of secretaries contains the following particulars: (a) the name and any former name of the...
- Section 251 - What particulars of secretaries are required to be registered: corporate secretaries and firms
(1) If the secretary of a public company is a company or a firm, the companyshall ensure that its register of secretaries contains the following particulars—
(a) the name of the company or the...
- Section 252 - Offence to include misleading, false or deceptive particulars in register of secretaries
A person who knowingly or recklessly authorises or permits the inclusion of misleading, false or deceptive particulars in a register of secretaries commits an offence and is liable on conviction to...
- Section 253 - Offence to fail to keep register of secretaries
(1) If a public company fails to comply with a requirement of section 250 or 251,the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to...
- Section 254 - Acts done by person in dual capacity
A provision requiring or authorising a thing to be done by or to a director and the secretary of a public company is not satisfied by its being done by or to the same person acting both as director...
- Section 255 - Requirements for passing company resolutions
(1) A resolution of the members, or of a class of members of a private companymay be passed either—
(a) as a written resolution; or
(b) at a meeting of the members.
(2) A resolution of the members...
- Section 256 - Requirements for passing an ordinary resolution of a company
(1) A resolution is an ordinary resolution of the members (or of a class ofmembers) of a company if it is passed by a simple majority.
(2) A written resolution is passed by a simple majority if it is...
- Section 257 - Requirements for the passing of special resolution
(1) A resolution is a special resolution of the members (or of a class of members) of a company if it passed by a majority of not less than seventy-five percent.
(2) A written resolution is passed by...
- Section 258 - General rules for voting on company resolutions
(1) When a vote on a written resolution put to the members of a company is taken, then—
(a) if the company has a share capital — each member has one vote for each share, or each one hundred shillings...