Section 225 of The Companies Act No. 17 of 2015: 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 order.
(2) At the hearing of the application, the person against whom a disqualificationorder is sought is entitled to appear as respondent to the application.
(3) An application to a court for a disqualification order may be made by theAttorney General, the Registrar, the Official Receiver, the liquidator or any past or present member or creditor of any company in relation to which that person has committed or is alleged to have committed an offence or other default.
(4) On the hearing of an application made by the Attorney General, the Registrar, the Official Receiver the liquidator, the applicant shall appear and draw the attention of the Court to any matters that appear to be relevant, and may give evidence or call witnesses.
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- 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—
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- Section 227 - Register of disqualification orders and disqualification undertakings
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- 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
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- 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
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- 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
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- Section 236 - Registrar to establish and maintain Register of foreign restrictions
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- 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
(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
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(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—
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- 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—
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- 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
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- 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
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(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
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(2) A written resolution is passed by...
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(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...
- Section 259 - Specific requirements for voting on company resolutions
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(2) For the...
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(2) The following may not...
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- Section 265 - Circulation of written resolutions proposed by directors
(1) This section applies to a resolution proposed as a written resolution by the directors of the company.
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- Section 266 - Right of members to require circulation of written resolution
(1) The members of a private company may require the company to circulate a resolution that may properly be moved and is proposed to be moved as a written resolution.
(2) A resolution may properly be...
- Section 267 - Circulation of written resolution proposed by members
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- Section 268 - Requisitioning members to meet expenses of circulation
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(2) Unless the company has previously so...
- Section 269 - Application not to circulate members’ statement
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- Section 270 - Procedure for signifying agreement to written resolution
(1) A member signifies agreement to a proposed written resolution when the company receives from that member, or from someone acting on the members’ behalf, an authenticated document—
(a) identifying...
- Section 271 - Deadline for agreeing to written resolution
(1) A proposed written resolution lapses if it is not passed before—(a) the deadline specified for this purpose in the company's articles; or
(b) if no deadline is specified the expiry of twenty...
- Section 272 - Sending documents relating to written resolutions by electronic means
If a company has given an electronic address in a document containing, or enclosed with or attached to, a proposed written resolution, any document or information relating to that resolution may be...
- Section 273 - Publication of written resolution on website
If a company sends to a person by means of a website—
(a) a written resolution; or
(b) a statement relating to a written resolution, the resolution or statement is not validly sent unless the...
- Section 274 - Relationship between this Division and provisions of company's articles
A provision of the articles of a private company is void to the extent that it would have the effect that a resolution that is required by or otherwise provided for in an enactment could not be...
- Section 275 - Resolutions at general meetings
A resolution of members of a company is validly passed at a general meeting if—
(a) notice of the meeting and of the resolution is given; and
(b) the meeting is held and conducted, in accordance...