Section 310 of The Companies Act No. 17 of 2015: Public companies: annual general meeting
(1) Every public company shall hold a general meeting as its annual general meeting within six months from and including the day following its accounting reference date in each year, whether or not it holds other meetings during that period.
(2) A company that fails to comply with subsection (1) as a result of giving notice under section 634—
(a) specifying a new accounting reference date; and
(b) stating that the current accounting reference period or the previous accounting reference period is to be shortened,
is nonetheless taken to have complied with that subsection if it holds a general meeting as its annual general meeting within three months after giving that notice.
(3) If a public company fails to comply with subsection (1), the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding one million shillings.
(4) If, after a company or any of its officers is convicted of an offence under subsection (3), the company continues to fail to comply with the requirement to hold its annual general meeting, the company, and each officer of the company who is in default, commit a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding one hundred thousand shillings for each such offence.
Enhance Your Research with Bookmarks and Annotations
Here's how you can use these features:
- To bookmark this page, click the "Bookmark this Page" button below the document title.
- To add an annotation, highlight text in the document and select "Add Annotation" from the toolbar that appears.
- These features are great for organizing your research and keeping track of key information.
- You can view and manage your bookmarks and annotations on your Bookmarks and Annotations page.
- Section 311 - Public companies: notice of annual general meeting
(1) A public company shall state in the notice convening an annual generalmeeting of the company that the meeting is an annual general meeting.
(2) An annual general meeting may be convened by...
- Section 312 - Public companies: members’ power to require circulation of resolutions for annual general meeting
(1) The members of a public company may require the company to give to members of the company who are entitled to receive notice of the next annual general meeting a notice of a resolution that is...
- Section 313 - Public companies; company’s duty to circulate members’ resolutions for annual general meetings
(1) A company that is required under section 312 to give notice of a resolutionshall send a copy of the resolution to each member of the company entitled to receive notice of the annual general...
- Section 314 - Public companies; expenses of circulating members’ resolutions for annual general meeting
(1) The members who requested the circulation of the resolution need not paythe expenses of the company in complying with section 313 if requests sufficient to require the company to circulate it are...
- Section 315 - Results of poll to be made available on website
(1) If a poll is taken at a general meeting of a general meeting of a quotedcompany, the company shall ensure that the following information is made available on a website—
(a) the date of the...
- Section 316 - Requirements as to website availability
(1) A quoted company shall make the information referred to in section 315 (1) available on a website that—
(a) is maintained by or on behalf of the company; and (b) identifies the company.
(2) The...
- Section 317 - Records of resolutions and meetings, etc
(1) Every company shall keep records comprising—
(a) copies of all resolutions of members passed otherwise than at general meetings;
(b) minutes of all proceedings of general meetings;...
- Section 318 - Records as evidence of resolutions, etc
(1) This section applies to the records kept in accordance with section 317.
(2) The record of a resolution passed otherwise than at a general meeting, if purporting to be signed by a director of the...
- Section 319 - Records of decisions by sole member
(1) This section applies to a company that is limited by shares or by guaranteeand has only one member.
(2) If a company to which this section applies takes a decision that—
(a) can be taken by the...
- Section 320 - Inspection of records of resolutions and meetings
(1) This section applies—
(a) to a company that is required to keep records in accordance with section 317; and
(b) to those records.
(2) Except in so far as the regulations otherwise provide, a...
- Section 321 - Records of resolutions and meetings of class of members
This Division applies, with necessary modification, in relation to resolutions and meetings of—
(a) holders of a class of shares; and
(b) in the case of a company without a share capital, a class of...
- Section 322 - Shares no longer capable of being converted into stock
(1) The shares of a company may not be converted into stock.
(2) An attempt to convert a company's shares into stock has no effect.
- Section 323 - Nature of shares
The shares or other interest of a member in a company are personal property and are not in the nature of real estate.
- Section 324 - Nominal value of shares
(1) Shares in a limited company having a share capital are each required tohave a fixed nominal value.
(2) Shares in a limited company having a share capital are required to bedenominated in...
- Section 325 - Shares to be numbered
(1) Except as provided by subsections (2) and (3), a company that has ashare capital shall ensure that each of its shares is distinguished by an appropriate distinguishing number.
(2) If all of the...
- Section 326 - Transferability of shares
The shares and any other interests of a member in a company are transferable in accordance with the company’s articles.
- Section 327 - Exercise by directors of power to allot shares, etc
(1) The directors of a company shall not exercise a power of the company—(a) to allot shares in the company; or
(b) to grant rights to subscribe for, or to convert any security into, shares in the...
- Section 328 - Power of directors to allot shares etc: private company with only one class of shares
If a private company has only one class of shares, the directors may exercise any power of the company—
(a) to allot shares of that class; or
(b) to grant rights to subscribe for or to convert any...
- Section 329 - Power of directors to allot shares etc: authorisation by company
(1) The directors of a company may exercise a power of the company to—(a) allot shares in the company; or
(b) grant rights to subscribe for or to convert any security into shares in the company, only...
- Section 330 - General prohibition of commissions, discounts and allowances
(1) Except as permitted by section 331, a company shall not apply any of itsshares or capital money, either directly or indirectly, in payment of any commission, discount or allowance to any person in...
- Section 331 - Permitted commission
A company may pay a commission to a person in consideration of the person—
(a) subscribing or agreeing to subscribe whether 40 absolutely or conditionally for shares in the company; or
(b) procuring...
- Section 332 - Registration of allotment
(1) A company shall register an allotment of shares as soon as practicable andin any event within two months after the date of the allotment.
(2) If a company fails to comply with subsection (1), the...
- Section 333 - Return of allotment by limited company
(1) Within one month after making an allotment of shares, a limited companyshall lodge with the Registrar for registration a return of the allotment.
(2) The company shall ensure that the...
- Section 334 - Return of allotment by unlimited company allotting new class of shares
(1) An unlimited company that allots shares of a class with rights that are notin all respects uniform with shares previously allotted shall, within one month after making such an allotment, lodge...
- Section 335 - Offence for company to fail to lodge return of allotment for registration
(1) If a company fails to lodge a return of allotment as required by section 333 or 334, the company, and each officer of the company who is in default, commit an offence and on conviction are each...
- Section 336 - Provisions about allotment not applicable to shares taken on formation
The provisions of this Part on allotment do not apply to the taking of shares by the subscribers to the memorandum on the formation of the company.
- Section 337 - Interpretation: Division 3
In this Division, a reference to the allotment of equity securities includes—
(a) the grant of a right to subscribe for, or to convert any securities into, ordinary shares in the company;...
- Section 338 - Existing shareholders’ right of pre-emption
(1) A company shall not allot equity securities to a person on any terms unless—
(a) the company has made an offer to each person who holds ordinary shares in the company to allot to the person on...
- Section 339 - Communication of pre-emption offers to shareholders
(1) This section has effect as to the manner in which offers required by section338 are to be made to holders of the shares of a company.
(2) An offer made under section 338 may be made in hard copy...
- Section 340 - Liability of company and officers in case of contravention
(1) If a company contravenes section 338 or 339, the company and each officer of the company who is in default, are jointly and severally liable to compensate any person to whom an offer should have...
- Section 341 - Exception to pre-emption right; issue for non-cash consideration
Section 338(l) does not apply in relation to the allotment of bonus shares.
- Section 342 - Exception to preemption right: securities held under employees' Sharescheme
Section 338(1) does not apply to a particular allotment of equity securities if these are, or are to be, wholly or partly paid up otherwise than in cash
- Section 343 - Exception to preemption right: securities held under employees' sharescheme
Section 338 does not apply to the allotment of securities that would, apart from any renunciation or assignment of the right to their allotment, be held under an employees' share scheme.
- Section 345 - Exclusion of pre-emption right: articles conferring corresponding right
(1) This section applies when, in a case in which section 338 would otherwise apply—
(a) a company's articles contain provision prohibiting the company from allotting ordinary shares of a particular...
- Section 346 - Disapplication of pre-emption rights: private company with only one class of shares
(1) The articles of a private company that has only one class of shares, or aresolution passed by the company, may confer on the directors of the company power to allot equity securities of that class...
- Section 347 - Disapplication of pre-emption rights: directors acting under general authorisation
) If the directors of a company are generally authorised for the purposes of section 329, they may be given power by the articles, or by a special resolution of the company, to allot equity...
- Section 348 - Disapplication of pre-emption rights by special resolution
(1) If the directors of a company are authorised for the purposes of section 329 (whether generally or otherwise), the company may by special resolution resolve that section 338—
(a) does not apply...
- Section 349 - Disqualification of pre-emption rights: sale of treasury shares
(1) This section applies in relation to a sale of shares that is an allotment ofequity securities because of section 337(b).
(2) The directors of a company may be given power by the articles, or by...
- Section 350 - References to holder of shares in relation to offer
(1) In relation to an offer to allot securities required by section 338, a reference,however expressed, to the holder of shares of any description is to whoever was the holder of shares of that...
- Section 351 - Provisions about pre-emption not applicable to shares taken on formation
The provisions of this Division relating to shareholders’ pre-emption rights do not apply to the taking of shares by the subscribers to the memorandum on the formation of the company.
- Section 352 - Saving for other restrictions on offer or allotment
(1) This Division does not limit the application of any other written law underwhich a company is prohibited (whether generally or in specified circumstances) from offering or allotting equity...
- Section 353 - Saving for certain older pre-emption requirements
(1) This Division does not apply to an allotment of equity securities of a publiccompany that are subject to a pre-emption requirement in relation to which the repealed Act applied immediately before...
- Section 354 - Public companies: allotment if issue not fully subscribed
(1) A public company shall not allot shares of the company offered for public subscription unless—
(a) the issue is subscribed for in full; or
(b) the offer is made on terms that the shares...
- Section 355 - Public companies: effect of irregular allotment if issue not fully subscribed
(1) If an allotment of shares is made to an applicant in contravention of section354, the applicant has a right to avoid the allotment at any time within one month after the date of the allotment, but...
- Section 356 - Shares not to be allotted at a discount
(1) A company shall not allot its shares at a discount.
(2) If shares are allotted in contravention of subsection (1), the allottee is liable to pay the company an amount equal to the amount of the...
- Section 357 - Provision for different amounts to be paid on shares
A company may, if authorised to do so by its articles, pay dividends in proportion to the amount paid up on each share.
- Section 358 - General rule as to means of payment
Shares allotted by a company, and any premium on them, may be paid up in money or in money's worth (including goodwill and know-how).
- Section 359 - Meaning of payment in cash
For the purposes of this Act, a share in a company is paid up, as to its nominal value or any premium on it, in cash, or allotted for cash, if the consideration received for the payment or allotment...
- Section 360 - Public companies: shares taken by subscribers of memorandum
(1) A subscriber to the memorandum of a public company who takes shares of the company as a result of an undertaking given in the memorandum shall pay for the shares, and any premium on the shares, in...
- Section 361 - Public companies: not to accept undertaking for work or services
(1) A public company shall not accept at any time, in payment up of its shares or any premium on them, an undertaking given by a person that the person or another person should work or perform...