Section 228 of The Companies Act No. 17 of 2015: 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 million shillings or to imprisonment for a term not exceeding five years, or to both.
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(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...
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- 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...
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(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...
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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
(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
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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...
- Section 240 - Application to Court for permission to continue claim as a derivative claim: how disposed of
(1) If—
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(c) has been continued...
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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.
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(2) The Registrar shall state in the direction that...
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(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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(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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(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...
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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...
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(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...
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(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...
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(1) When a vote on a written resolution put to the members of a company is taken, then—
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(1) If two or more persons hold a share jointly, only the vote of the senior holderwho votes and any proxies duly authorised by that holder are eligible for counting by the company.
(2) For the...
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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.
(2) The company shall send or deliver a copy of a written resolution of the directors of the...
- 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...
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- Section 268 - Requisitioning members to meet expenses of circulation
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(2) Unless the company has previously so...
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(1) A company is not required to circulate a members’ statement under section268 if, on an application by the company or another person who claims to be dissatisfied, the Court is satisfied that the...
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(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
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- 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
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- 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...
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(2) Every company shall convene a general meeting once a year.
(3) Subsection (1) does not apply to single member companies.
(4) The Registrar may, on the application of the company or for any other...
- Section 276 - Power of directors to convene general meetings
The directors of a company may convene a general meeting of the company.
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(1) The members of a company may require the directors to convene a general meeting of the company.
(2) The directors are required to convene a general meeting as soon as practicable after the...