Section 421 of The Companies Act No. 17 of 2015: 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 (3).
(2) The requirement under subsection (1) is in addition to the copy of there resolution itself that is required to be lodged with the Registrar for registration.
(3) A statement of capital complies with this subsection if it states with respect to the company's share capital as reduced by the resolution—
(a) copy of the solvency statement; and
(b) a statement of the total number of shares of the company;
(c) the aggregate nominal value of those shares; (d) for each class of shares—
(i) the particulars of the rights attached to the shares prescribed by the regulations for the purposes of this subsection;
(ii) the total on each share (whether on account of the nominal value of the which the resolution was passed; and
(iii) the aggregate nominal value of shares of that class; and
(e) provided to members in accordance with section 419(2) or number of shares of that class; and
(f) the amount paid up and the amount (if any) unpaid on shares or in the form of a premium).
(4) The Registrar shall register the documents lodged under subsection (1) as soon as practicable after receiving them.
(5) The resolution does not take effect until the Registrar has registered the lodged documents.
(6) Within fourteen days after the resolution is passed, the company shall also lodge with the Registrar for registration a statement by the directors confirming that the solvency statement was made not more than fourteen days before the date under subsection (3).
(6) The validity of a resolution is not affected by—
(a) a failure to lodge the documents required to be lodged with the Registrar under subsection (1) within the time specified in that subsection; or
(b) a failure to comply with subsection (5).
(7) If the company lodges with the Registrar a solvency statement that was not provided to members in accordance with section 419(2) or (3), 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 five hundred thousand shillings.
(8) If a company-fails to comply with subsection (1) or (6), 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 five hundred thousand shillings.
(9) If, after a company or any of its officers is convicted of an offence under subsection (8), the company continues to fail to lodge with the Registrar any of the documents required by subsection (1) or (6), the company, and each officer of the company who is in default, commits a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding twenty thousand shillings for each such offence.
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