Section 238 of The Companies Act No. 17 of 2015: 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 derivative claim may be brought only—
(a) under this Part; or
(b) in accordance with an order of the Court in proceedings for protection of members against unfair prejudice brought under this Act.
(3) A derivative claim under this Part may be brought only in respect of a cause of action arising from an actual or proposed act or omission involving negligence, default, breach of duty or breach of trust by a director of the company.
(4) A derivative claim may be brought against the director or another person, or both.
(5) It is immaterial whether the cause of action arose before or after the person seeking to bring or continue the derivative claim became a member of the company.
(6) For the purposes of this Part—
(a) "director" includes a former director;
(b) a reference to a member of a company includes a person who is not a member but to whom shares in the company have been transferred or transmitted by operation of law.
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- 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...
- Section 259 - Specific requirements for voting on company resolutions
(1) If a member entitled to vote on a resolution has appointed one proxy only,and the company’s articles provide that the proxy has fewer votes in a vote on a resolution on a show of hands taken at a...
- Section 260 - Votes of joint holders of shares
(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...
- Section 261 - Effect of provision in company’s articles as to admissibility of votes
If a person who was not entitled to vote on a resolution of a company purports to vote on the resolution and the company's articles provide that objections to the entitlement of the person to vote are...
- Section 262 - Written resolutions of private companies
(1) For the purpose of this Division, a resolution is a written resolution of aprivate company if it is proposed and passed by the company in accordance with this Division.
(2) The following may not...
- Section 263 - Who is entitled to vote on a written resolution
(1) In relation to a resolution proposed as a written resolution of a privatecompany, the eligible members are the members who would have been entitled to vote on the resolution on the circulation...
- Section 264 - Circulation date for written resolutions
A reference in this Part to the circulation date of a written resolution is to the date on which copies of the written resolution are sent or delivered to members or, if copies are sent or delivered...
- 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...
- Section 267 - Circulation of written resolution proposed by members
(1) A company that is required under section 266 to circulate a resolution shall, subject to section 268, or an application not to circulate a members' statement, send to every eligible member of the...
- Section 268 - Requisitioning members to meet expenses of circulation
(1) The members who requested the circulation of the resolution shall meet the cost of circulating the resolution unless the company otherwise resolves.
(2) Unless the company has previously so...
- Section 269 - Application not to circulate members’ statement
(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...
- 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...
- Section 275A - Annual general meeting
(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.
- Section 277 - Right of members to require directors to convene general meeting
(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...
- Section 278 - Directors’ duty to convene general meeting required by members
(1) If requested to convene a general meeting of the company, the directorsshall —
(a) do so within twenty-one days from the date on which request was made; and
(b) hold the meeting on a date not...
- Section 279 - Power of members to convene general meeting at the expense of the company
(1) If, after having been required to convene a general meeting under section277, the directors fail to do as required by section 278, the members who requested the meeting, or any of them...
- Section 280 - Power of Court to order general meeting to be convened
(1) This section applies if for any reason it is impracticable—
(a) to convene a meeting of a company in any manner in which meetings of that company may be convened; or
(b) to conduct the meeting...
- Section 281 - Amount of notice to be given for general meetings
(1) In convening a general meeting (other than an adjourned meeting), a private company shall give a least twenty-one days’ notice.
(2) In convening a general meeting, a public company shall...
- Section 282 - Manner in which notice of general meeting to be given
A company shall give notice of a general meeting—
(a) in hard copy form;
(b) in electronic form;
(c) by means of a website; or
(d) partly by one such means and partly by one or more of the other...
- Section 283 - Publication of notice of general meeting on company's website
(1) Notice of a general meeting that is given by a company by means of awebsite is not effective unless it is complies with this section.
(2) In notifying its members of the presence on a website of...
- Section 284 - Persons entitled to receive notice of general meetings
(1) A company shall send a notice of a general meeting of the company to—(a) each member of the company; and (b) each director.
(2) In subsection (1), the reference to a member includes any person...
- Section 285 - Contents of notices of general meetings
In giving notice of a general meeting, a company shall specify—
(a) the time and date of the meeting;
(b) the place of the meeting;
(ba) in the case of a hybrid or virtual meeting, specify the...
- Section 286 - Offence for company to fail to comply with section 281, 282, 283, 284 or 285
(1) If a company fails to comply with a requirement of section 281(1) or (2),282, 283 (2) or (3), 284 (1) or 285, the company, and each officer of the company who is in default, commit an offence and...
- Section 287 - Resolution requiring special notice
(1) If a provision of this Act requires a special notice of a resolution to be given, the resolution is not effective unless notice of the intention to move it has been given to the company at least...