Section 405 of The Companies Act No. 17 of 2015: Sub-division or consolidation of shores
(1) A limited company having a share capital may—
(a) subdivide its shares, or any of them, into shares of a smaller nominal amount than its existing shares; or
(b) consolidate and divide all or any of its share capital into shares of a larger nominal amount than its existing shares.
(2) When subdividing, consolidating or dividing its shares, a company shall ensure that the proportion between the amount paid and the amount if any unpaid on each resulting share is the same as it was in the case of the share from which that share is derived.
(3) A company may exercise a power conferred by this section only if its members have passed an ordinary resolution authorising it to do so.
(4) A resolution under subsection (3) may authorise a company—(a) to exercise more than one of the powers conferred by this section;
(b) to exercise a power on more than one occasion; or
(c) to exercise a power at a specified time or in specified circumstances.
(5) The company's articles may exclude or restrict the exercise of any power conferred by this section.
(6) If a company contravenes any of the provisions of this section, 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.
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- Section 406 - Notice to Registrar of sub-division or consolidation
(1) Within one month after subdividing, consolidating or dividing its shares, a company shall lodge with the Registrar for registration a notice specifying the shares that are affected, and...
- Section 407 - Special resolution for reduction of share capital
(1) A limited company that has a share capital may reduce its share capital byspecial resolution.
(2) A special resolution under subsection (1) takes effect as provided by section411(3).
(3) A...
- Section 408 - Application to Court for confirming order
(1) As soon as practicable a company has passed a resolution for reducing itsshare capital, it shall apply to the Court for an order confirming the reduction.
(2) If the proposed reduction of capital...
- Section 409 - Creditors entitled to object to reduction
(1) When this section applies, each creditor of the company who, at the date fixed by the Court, is entitled to a debt or claim that, if that date were the commencement of the liquidation of the...
- Section 410 - Order confirming reduction and powers of Court on making such order
(1) The Court may make an order confirming the reduction of capital on such terms and conditions as it considers appropriate.
(2) The Court may not confirm the reduction unless it is satisfied, in...
- Section 411 - Registration of Court order and statement of capital
(1) On production of an order of the Court confirming the reduction of a company’s share capital and the lodgement of a copy of the order and of a statement of capital approved by the Court, the...
- Section 412 - Liability of members following reduction of capital
(1) If a company’s share capital is reduced, a member of the company (past orpresent) is not liable in respect of any share to any call or contribution exceeding the amount of difference (if any)...
- Section 413 - Liability to creditors omitted from list of creditors
(1) This section applies to a creditor who, in the case of a reduction of capital confirmed by the Court, was entitled to object to the reduction of share capital but who, as a result of being...
- Section 414 - Offence to conceal name of creditor, etc
An officer of a company who— (a) intentionally or recklessly—
(i) conceals the name of a creditor entitled to object to the reduction of capital; or
(ii) misrepresents the nature or amount of the...
- Section 415 - Shares no bar to damages against company
A person is not precluded from seeking or obtaining damages or other compensation from a company only because the person—
(a) is holding or has held shares in the company;
(b) has a right to apply...
- Section 416 - Public companies: duty of directors to convene a meeting on loss of capital
(1) If the net assets of a public company are half or less of its called-up Share capital, the directors shall convene a general meeting of the company to consider how to deal with the...
- Section 417 - Public company reducing capital below authorised minimum
(1) If the Court makes an order confirming a reduction of a public company’scapital that has the effect of bringing the nominal value of its allotted share capital below the authorised minimum, the...
- Section 418 - Expedited procedure for registration of conversion of company into a private company
(1) The Court may authorise a public company to be converted into a private company without its having passed the special resolution required by section 77.
(2) If the Court does so, it shall specify...
- Section 419 - Reduction of capital of private company supported by solvency statement
(1) A resolution for reducing share capital of a private company limited byshares is supported by a solvency statement if—
(a) the directors of the company make a statement of the solvency of the...
- Section 420 - What is a solvency statement?
(1) A solvency statement is a statement that each of the directors—
(a) has formed the opinion, as regards the company's situation at the date of the statement, that no ground exists on which the...
- Section 421 - Registration of resolution and supporting documents
(1) Within fourteen days after the resolution for reducing share capital is passed the company shall lodge with the Registrar for registration a statement of capital that complies with subsection...
- Section 422 - General power to make further provision by regulations
The regulations may make further provision for the implementation of this Part.
- Section 423 - Interpretation: Part XVI
(1) In this Part—
"distributable profits", in relation to the giving of any financial assistance—
(a) means those profits out of which the company could lawfully make a distribution equal in value...
- Section 424 - General rule against limited company acquiring its own shares
(1) A limited company shall not acquire its own shares, whether by purchase, subscription or otherwise, except in accordance with this Part.
(2) Subsection (1) does not prevent a limited company from...
- Section 425 - Treatment of shares held by nominee
(1) This section applies to shares in a limited company that—
(a) are taken by a subscriber to the memorandum as nominee of the company;
(b) are issued to a nominee of the company; or
(c) are...
- Section 426 - Liability of others if nominee fails to make payment in respect of shares
(1) This section applies to shares in a limited company that—
(a) are taken by a subscriber to the memorandum as a nominee of the company;
(b) are issued to a nominee of the company; or
(c) are...
- Section 427 - Duty to cancel shares in public company held by or for the company
(1) This section applies to a public company if—
(a) shares of the company are forfeited, or are surrendered to the company instead of forfeiture, as provided by the company's articles for a failure...
- Section 428 - Notice of cancellation of shares
(1) Within one month after cancelling shares in order to comply with section427, a company shall lodge with the Registrar for registration a notice giving details to the cancelled shares.
(2) The...
- Section 429 - Conversion of public company into private company in consequence of cancellation of shares
(1) If a public company is obliged to convert itself into a private company in orderto comply with section 427, the directors may resolve that the company should be so converted.
(2) Such a...
- Section 430 - Issue of certificate of incorporation on registration of conversion of public company into private company
(1) The Registrar shall register the conversion of a company into a private limited company if satisfied that the application for registration complies with the requirements of section 429.
(2) If...
- Section 431 - Effect of failure to apply for registration of company's conversion into private company
(1) If a public company that is required by section 427 to apply to the Registrarfor the registration of the conversion of the company into a private company fails to do so before the deadline...
- Section 432 - Offence to fail to cancel shares or apply for registration of company's conversion into private company
(1) If a company that is required to do so by section 427—
(a) fails to cancel specified shares; or
(b) fails to make an application for the registration of the conversion of the company into a...
- Section 433 - Application of sections 437 to 442 to private company that applies for registration of conversion into public company
(1) This section applies to a private company that is registered as a public company—
after shares in the company have been forfeited in accordance with the company's articles or have been...
- Section 434 - Transfer to reserve on acquisition of shares by public company ornominee
(1) If—
(a) a public company, or a nominee of a public company, acquires shares in the company; and
(b) those shares are shown in a balance sheet of the company as an asset,
the company shall...
- Section 435 - Public companies: general rule against lien or charges on own shares
(1) A lien or other charge of a public company on its own shares(whether taken expressly or otherwise) is void, except as permitted by this section.(
2) In the case of any description of company, a...
- Section 436 - Interests to be disregarded in determining whether company has beneficial interest
In determining for the purposes of this Part whether a company has a beneficial interest in shares, the interests referred to in sections 437, 438 and 439 are to be disregarded.
- Section 437 - Residual interest under pension scheme or employees’ share scheme
(1) When the shares are held in trust for the purposes of a pension scheme or an employees’ share scheme, any residual interest of the company that has not vested in possession is to be...
- Section 438 - Employer’s charges and other rights of recovery
(1) If the relevant shares are held on trust for the purposes of a pension scheme, the following are to be disregarded—
(a) a charge or lien on, or set-off against, any benefit or other right or...
- Section 439 - Rights as executor, administrator or trustee
(1) If the company is an executor, administrator or trustee, rights that thecompany has in that capacity are to be disregarded.
(2) Those rights include—
(a) a right of the company to recover its...
- Section 440 - Meaning of “financial assistance” for purposes of this Part
(1) In this Division, “financial assistance” means—(a) financial assistance given in the form of a gift; (b) financial assistance given—
(i) in the form of a guarantee, security or indemnity other...
- Section 442 - Assistance for acquisition of shares in public company
(1) If a person is acquiring or proposing to acquire shares in a public company, neither the company nor any other company that is a subsidiary of the company may give financial assistance (directly...
- Section 443 - Assistance by public company for acquisition of shares in its private holding company
(1) If a person is acquiring or proposing to acquire shares in a private company, a public company that is a subsidiary of that company shall not give financial assistance (directly or indirectly) for...
- Section 444 - Offence to give prohibited assistance
(1) If a company contravenes section 442(1) or (3) or 443 (1) or (3), thecompany, and each officer of the company who is in default, commit an offence.
(2) A company that is found guilty of an...
- Section 445 - Certain transactions excepted unconditionally from sections 442 and 443
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(ii) a distribution in the course of a...
- Section 446 - Certain transactions excepted from sections 442 and 443 conditionally
(1) This section applies to the following transactions—
(a) if the lending of money is part of the ordinary business of the company —the lending of money in the ordinary course of the company’s...
- Section 447 - Power of limited company to purchase own shares
(1) A limited company having a share capital may purchase its own shares
(including any redeemable shares), subject to— (a) the following provisions of this Division; and
(b) any restriction or...
- Section 448 - Purchase of company’s own shares
(1) A limited company may not purchase its own shares unless they are fullypaid.
(2) A limited company that purchases its own shares shall pay for them on purchase.
(3) A purchase in contravention...
- Section 449 - Financing of purchase of company's own shares
(1) A private limited company may purchase its own shares out of capital in accordance with Division 4.
(2) Subject to subsection (1)—
(a) a limited company may purchase its own shares only out...
- Section 450 - Approval for company to purchase own shares
(1) A limited company may purchase its own shares only—
(a) by an off-market purchase, under a contract approved in advance in accordance with section 451; or
(b) by a market purchase, approved in...
- Section 451 - Authorisation for off-market purchase
(1) A company may make an off–market purchase of its own shares under acontract but only if—
(a) the terms of the contract have been approved by a special resolution of the company before the...
- Section 452 - Resolution authorising off-market purchase: exercise of voting rights
(1) This section applies to a resolution to confer, vary, revoke or renew an approval for the purposes of section 451.
(2) If the resolution is proposed as a written resolution, a member who holds...
- Section 453 - Resolution approving off-market purchase: disclosure of details of contract
(1) This section applies to a resolution passed by a company to confer, vary, revoke or renew an approval to make a purchase under section 451.
(2) The company shall ensure that a copy of the...
- Section 454 - Variation of contract for off-market purchase
(1) A company may agree to a variation of a contract approved under section451 only if the variation is approved in advance in accordance with this section.
(2) The terms of the variation have effect...
- Section 455 - Resolution approving variation: exercise of voting rights
(1) This section applies to a resolution passed by a company to confer, vary, revoke or renew an approval to vary a contract under section 454.
(2) If the resolution is proposed as a written...
- Section 456 - Resolution approving variation: disclosure of details of variation
(1) This section applies to a resolution passed by a company under section 454.
(2) The company shall ensure that a copy of the proposed variation (if it is inwriting) or a written memorandum giving...