Section 551 of The Companies Act No. 17 of 2015: Company to keep register of interest disclosed
(1) A company shall keep a register of information that it has obtained as a result of a requirement imposed under section 536.
(2) Within three days after receiving any such information, the company shall enter in the register—
(a) the fact that the requirement was imposed and the date on which it was imposed; and
(b) the information obtained as a result of the requirement.
(3) The company shall enter the information—
(a) against the name of the present holder of the relevant shares; or
(b) if there is no present holder or the present holder is not known, against the name of the person holding the interest.
(4) The company shall ensure that the register is made up so that the entries against the names entered in it appear in alphabetical order.
(5) If a company fails to comply with a requirement 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 two hundred thousand shillings.
(6) If, after a company or any of its officers is convicted of an offence under subsection (5), the company continues to fail to comply with the relevant requirement, 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 twenty thousand shillings for each such offence.
(7) The company is not because of anything done for the purposes of this section affected with notice of, or put on inquiry as to, the rights of any person in relation to any particular shares.
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- Section 552 - Register to be kept available for inspection
(1) Except in so far as the regulations otherwise provide, a company shall keep the register required by section 551 available for inspection at the company’s registered office.
(2) If a company...
- Section 553 - Rights to inspect and require copy of entries
(1) A company that is required to keep a register under 551, shall keep the register open during the company’s ordinary business hours for inspection by any person without charge.
(2) Any person who...
- Section 554 - Court supervision of purpose for which rights may be exercised
(1) A company that receives a request under section 553 shall—
(a) comply with the request if it is satisfied that it is made for a proper purpose; and
(b) refuse the request if it is not so...
- Section 555 - Register of interests disclosed: refusal of inspection or default inproviding copy
(1) If a company refuses to allow an inspection required under section 553, or fails to provide a copy required under that section, otherwise than in accordance with an order of the Court, the...
- Section 556 - Register of interests disclosed: offences in connection with request for or disclosure of information
(1) A person who, in making a request under section 553, makes a statementthat the person knows is, or ought to know is, false or misleading in a material respect commits an offence.
(2) A person...
- Section 557 - Entries not to be removed from register
(1) A company that is required to keep a register under section 551 shall notdelete an entry in it except in accordance with section 558 and 559.
(2) If an entry is deleted in contravention of...
- Section 558 - Removal of entries from register: old entries
A company may remove an entry from the register kept under section 551 if more than six years have elapsed since the entry was made.
- Section 559 - Removal of entries from register: incorrect entry relating to third party
(1) This section applies if, in accordance with an obligation imposed by a noticeunder section 536, a person gives to a company the name and address of another person who holds an interest in shares...
- Section 560 - Adjustment of entry relating to share acquisition agreement
(1) If a person who is identified in the register kept by a company under section551 as being a party to an agreement to which section 566 applies ceases to be a party to the agreement, the person may...
- Section 561 - Duty of company ceasing to be public company
(1) A company that ceases to be a public company shall nevertheless continueto keep any register kept under section 551 until end of the period of six years after it has ceased to be such a...
- Section 562 - Interest in shares: general
(1) This section applies to determine for the purposes of this Part whether a person has an interest in shares.
(2) In this Part—
(a) a reference to an interest in shares includes an interest of any...
- Section 563 - Interest in shares: right to subscribe for shares
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- Section 564 - Interest in shares: family interests
(1) For the purposes of this Part, a person is taken to hold an interest in sharesin which—
(a) the person's spouse; or
(b) any child or step-child of the person who has not reached the age of...
- Section 565 - Interest in shares: corporate interests
(1) For the purposes of this Part, a person is taken to hold an interest in shares if a body corporate holds an interest in them and—
(a) the body or its directors are accustomed to act in accordance...
- Section 566 - Interest in shares: agreement to acquire interests in a particular company
(1) For the purposes of this Part an interest in shares may arise from an agreement between two or more persons that includes provision for the acquisition by any one or more of them of interests in...
- Section 567 - Extent of obligation in case of share acquisition agreement
(1) For the purposes of this Part each party to an agreement to which who is for the time being a party to an agreement to which section 566 applies is taken to have an interest in all shares of the...
- Section 568 - Information protected from wider disclosure
(1) A company may not—
(a) include information in respect of which a company is for the time being entitled to any exemption conferred by regulations made for the purpose of section 647 in a report...
- Section 569 - Calculating periods for fulfilling obligations
If the period allowed by any provision of this Part for fulfilling an obligation is expressed as a number of days, any day that is not working day is to be disregarded in calculating that period.
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(a) irredeemable; or
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- Section 571 - Enforcement of contracts to subscribe for debentures
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(1) A company shall register an allotment of debentures as soon as practicable,and in any event within two months, after the date of the allotment.
(2) If a company fails to comply with subsection...
- Section 573 - Company to establish and maintain register of debenture holders
(1) A company that allots debentures shall establish and maintain a register of debenture holders.
(2) Except in so far as the regulations otherwise provide, a company shall ensure its register of...
- Section 574 - Rights of debenture holders and others to inspect and obtain copies of register of debenture holders
(1) A company that is required to keep a register of debenture holders shall, except when it is duly closed, ensure that the register is, during ordinary office hours, kept available for...
- Section 575 - Offence to refuse inspection of register of debenture holders or to fail to provide copy
(1) If a company—
(a) without reasonable excuse—
(i) refuses an inspection requested under section 574(2);
(ii) fails to comply with a request made under section 574(3); or
(b) contravenes section...
- Section 576 - Register of debenture holders: offences in connection with request for or disclosure of information
(1) A person who makes a request under section 574 (2) knowing that therequest contains information that is false or misleading in a material respect commits an offence.
(2) A person who is in...
- Section 577 - Time limit for claims arising from entry in register of debenture holders
(1) A liability incurred by a company—
(a) from the making or deletion of a record in the company's register of debenture holders; or
(b) from a failure to make or delete any such record, is not...
- Section 578 - Right of debenture holder to obtain copy of trust deed securing debentures
(1) A holder of debentures of a company is entitled, on request and on payment of the fee (if any) prescribed by the regulations, to be provided with a copy of any trust deed for securing the...
- Section 579 - Provisions protecting trustees of deed securing debentures to be void
(1) A provision contained in—
(a) a trust deed for securing an issue of debentures; or
(b) a contract with the holders of debentures secured by a trust deed, is void to the extent that it would have...
- Section 580 - Power of company to re-issue redeemed debentures
(1) If a company has redeemed debentures previously issued, then unless—
(a) provision to the contrary, express or implied, is contained in the company's articles or in any contract made by the...
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(2) If—
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"Authority" means the Capital Markets Authority;
"the company" means the company whose shares are the subject of a takeover...
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(1) For the purposes of this Part, an offer to acquire shares in a company is a takeover offer if the two conditions specified in subsections (2) and (3) are satisfied in relation to the...
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- Section 586 - Cases in which offer is treated as being on same terms
(1) The condition in section 584(2) is treated as satisfied if subsection (2) or
(3) applies.
(2) This subsection applies if—
(a) shares carry an entitlement to a particular dividend that other...
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(2) This subsection applies to a...
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(2) Subsection...
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(1) The Authority may make rules, called Takeover Rules, for the purposes ofthis Part.
(2) The Takeover Rules may—(a) regulate—
(i) takeover bids;
(ii) merger transactions; and
(iii) transactions,...
- Section 593 - Further provisions about Takeover Rules
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(b) make provision subject to exceptions or exemptions;
(c) contain incidental, supplemental, consequential or...
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(2) To the extent and in the circumstances specified the Takeover Rule, and subject to any review...
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The Takeover Rules may confer power on the Authority to give any direction that appears to the Authority to be necessary in order—
(a) to restrain a person from acting or continuing to act in breach...
- Section 596 - Power of Authority to require documents and Information
(1) The Authority may, by notice, require a person—
(a) to produce any documents that are specified or described in the notice; or
(b) to provide, in the form and manner specified in the notice,...
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(1) This section applies to information (in whatever form) about—
(a) the private affairs of a natural person; or
(b) a particular business, that is provided to the Authority in connection with the...
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(1) A person who discloses information in contravention of section 597 commitsan offence.
(2) In a prosecution for an offence under subsection (1), it is a defence toestablish on a balance of...
- Section 599 - Power of Authority to impose sanctions for breaches of Takeover Rules
) The Authority may impose sanctions on a person who—
(a) has contravened or is contravening, or has failed to comply with or is failing to comply with, a provision of the Takeover Rules;...
- Section 600 - Failure to comply with the Takeover Rules relating to bid documentation
(1) This section applies when a takeover bid is made for a company that has securities—
(a) that are admitted to trading on a securities exchange or other regulated market in Kenya; and (b) that also...
- Section 601 - Enforcement of Takeover Rules by the Court
(1) If the Authority is of the opinion that a person is contravening or about to contravene, or has repeatedly contravened, a provision of the Takeover Rules, it may apply to the Court for a...