Section 784 of The Companies Act No. 17 of 2015: Supplementary provisions applicable if company’s constitution altered
(1) This section applies to an order made by the Court under section 782 that alters a company’s constitution.
(2) If the order amends—(a) a company's articles; or
(b) any resolution or agreement to which the provisions of Part III relating to resolutions or agreements affecting a company's constitution apply, the company shall attach to, or enclose with, the copy of the order lodged with the Registrar by the company under section 783, a copy of the company's articles, or the relevant resolution, as amended.
(3) The company shall attach to, or enclose with, every copy of a company's articles issued by the company after the order is made a copy of the order, unless the effect of the order has been incorporated into the articles by amendment.
(4) If a company fails to comply with subsection (2) or (3), the company, and each officer of the company who is in default, commits an offence and on conviction is liable to a fine not exceeding two hundred thousand shillings.
(5) If, after a company or any of its officers has been convicted of an offence under subsection (4), 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.
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- Section 785 - Interpretation: Part XXX
(1) In this Part—
(a) a reference to an officer or agent includes a former officer or agent;
(b) "agent", in relation to a company or other body corporate, includes a banker or advocate of the...
- Section 786 - Investigation of company’s affairs on application of members
(1) The Court may appoint one or more competent inspectors to investigatethe affairs of a company and to report on those affairs in such manner as the Court directs—
(a) in the case of a company...
- Section 787 - Investigation of company's affairs in other cases
(1) The Court shall appoint one or more competent inspectors to investigate the affairs of a company and to report on those affairs in such manner as the Court directs if the company by special...
- Section 788 - Power of inspectors to carry investigation into affairs of related companies
An inspector appointed to investigate the affairs of a company may also investigate the affairs of another body corporate that is related to the company if the inspector considers that the results of...
- Section 789 - General powers of Court to give directions to inspector
(1) In conducting an investigation under this Division, an inspector shall comply with any direction given by the Court under this section.
(2) The Court may give an inspector appointed under section...
- Section 790 - Power of Court to direct conduct of investigation under this Division to be terminated
(1) The Court may direct an inspector appointed under section 786 and 787(1) to take no further action in conducting the investigation if—
(a) matters have come to light in the course of the...
- Section 791 - Resignation and revocation of appointment of inspector appointed by the Court
(1) An inspector appointed under section 786 or 787 may resign by notice givento the Court.
(2) The Court may revoke the appointment of an inspector by notice given to the inspector.
- Section 792 - Power of Court to appoint replacement inspector
(1) If an inspector appointed by the Court to conduct an investigation resigns ordies, or the inspector’s appointment is revoked by the Court, the Court may appoint an inspector to continue the...
- Section 793 - Production of documents and evidence to inspector appointed by the Court
(1) Every officer and agent of a company in relation to which an inspector has been appointed under section 786 or 787 and, if the investigation extends to a body corporate related to the company,...
- Section 794 - Obstruction of inspectors appointed by Court to be contempt of Court
(1) If an officer or agent of the company or other body corporate—
(a) refuses to produce to an inspector a document that the inspector has, under section 793, required the officer or agent to...
- Section 795 - Power of inspector appointed by Court to apply to Court to conduct examination of person
(1) If an inspector appointed under section 786 or 787 believes it necessary for the purpose of the investigation that a person whom the inspector has no power to examine on oath should be so...
- Section 796 - Power of Court to obtain information from former inspectpor etc.
(1) This section applies to a person who has been appointed as an inspector under section 786 or 787, but— (a) who has since resigned; or whose appointment has since been revoked.
(2) This section...
- Section 797 - Inspector appointed by the Court to submit reports to the Court
(1) An inspector appointed by the Court—
(a) may (and if so directed by the Court, shall) make interim reports to the Court about the progress of the investigation; and
(b) as soon as practicable...
- Section 798 - Power of Director of Public Prosecutions to bring prosecution for offences disclosed by inspectors’ report
(1) If it appears to the Court that a person has, in relation to the company or to any other body corporate whose affairs have been investigated committed an offence for which the person is criminally...
- Section 799 - Expenses of investigation of company’s affairs
(1) The expenses of and incidental to an investigation by inspectors appointed by the Court are in the first instance to be met by the Attorney General, but the persons referred to in subsections (2)...
- Section 800 - Appointment of inspector to investigate ownership of company
(1) If satisfied that there are reasonable grounds for doing so, the Attorney General shall appoint one or more competent inspectors to investigate and report on the membership of a company for the...
- Section 801 - Power of inspector appointed by Attorney General to investigate ownership, etc. of related companies
An inspector appointed by the Attorney General may also investigate the ownership of another body corporate that is related to the company if the inspector considers that the results of the...
- Section 802 - General powers of Attorney General to give directions to inspectors appointed by the Attorney General
(1) In conducting an investigation under this Division, an inspector shall comply with a direction given to the inspector by the Attorney-General under this section.
(2) The Attorney General may give...
- Section 803 - Direction to terminate conduct of investigation under this Division
(1) The Attorney General may direct an inspector appointed by the Attorney General to conduct an investigation to take no further action in the investigation.
(2) The Attorney General may give a...
- Section 804 - Resignation and revocation of appointment of inspectors appointed by the Attorney General
(1) An inspector appointed by the Attorney General may resign by notice givento the Attorney General.
(2) The Attorney General may revoke the appointment of an inspector by notice given to the...
- Section 805 - Appointment of replacement inspectors appointed by the Attorney General
(1) If an inspector appointed by the Attorney General resigns or dies or theinspector’s appointment is revoked, the Attorney General may appoint one or more competent inspectors to continue the...
- Section 806 - Production of documents and evidence on investigation under this Division
(1) This section applies to—
(a) each officer and agent of the company in relation to which the inspector has been appointed by the Attorney General and, if the investigation extends to a body...
- Section 807 - Obstruction of inspectors appointed by the Attorney General to be contempt of Court
(1) If a person to whom section 806 applies—
(a) refuses to produce to an inspector a document that the inspector has, under that section, required the person to produce; or
(b) refuses to answer a...
- Section 808 - Inspector appointed by the Attorney General may apply to Court toconduct examination of person
(1) If an inspector appointed by the Attorney General believes it necessary for the purpose of the investigation that a person whom the inspector has no power to examine on oath should be so examined,...
- Section 809 - Inspector appointed by the Attorney General to submit reports to the Attorney General
(1) An inspector appointed by the Attorney General—
(a) may (and if so directed by the Attorney General, shall) make interim reports to the Attorney General about the progress of the investigation;...
- Section 810 - Power of Director of Public Prosecutions to bring prosecution for offences disclosed by inspectors’ report made under section 810
(1) If it appears to the Attorney General that a person has, in relation to the company or to any other body corporate whose affairs have been investigated under this Division, committed an offence...
- Section 811 - Power of Attorney General to require information about persons interested in securities of a company
(1) If satisfied that there is good reason to investigate the ownership of securities of a company and that is unnecessary to appoint an inspector for the purpose, the Attorney General may require any...
- Section 812 - Power of Attorney General to impose restrictions on securities
(1) On being satisfied, in relation to an investigation under either section 800 or 811, that there is difficulty in ascertaining the relevant facts about particular securities (whether issued or to...
- Section 813 - Inspector’s report to be evidence
(1) A copy of any report of an inspector appointed under this Part, certified bythe Attorney General to be a true copy, is admissible in all legal proceedings as evidence of the opinion of the...
- Section 814 - Power to bring civil proceedings on company’s behalf
(1) If, from a report made under section 797 or 809, the Attorney Generalconsiders that proceedings ought, in the public interest, to be brought by a body corporate named in the report—
(a) for the...
- Section 815 - Issue of warrants to enter and search premises
(1) On an application made on oath given by or on behalf of an inspector appointed by the Court or by the Attorney-General, a magistrate may issue a warrant under this section if satisfied that there...
- Section 816 - Protection in relation to certain disclosures: information provided to Attorney General
(1) A person who makes a relevant disclosure is not, only because of that disclosure, liable in proceedings relating to a breach of an obligation of confidence.
(2) A relevant disclosure is a...
- Section 817 - Prohibition on disclosure of information obtained under section 812 or 817
(1) This section applies to information obtained—
(a) as a result of a requirement imposed under section 811; or (b) by means of a relevant disclosure under section 816.
(2) Information to which...
- Section 818 - Offence to destroy, mutilate or falsify company documents
(1) An officer of a company who—
(a) destroys, mutilates or falsifies, or is complicit in the destruction, mutilation or falsification of a document affecting, or relating to the company's property...
- Section 819 - Offence to provide false information
A person who, in purported compliance with a requirement under section 811 to provide information—
(a) provides information that the person knows to be false in a material particular;...
- Section 820 - Disclosure of information by Attorney General or inspector
(1) This section applies to information obtained under Division 1 or 2.
(2) The Attorney General may—
(a) disclose information to which this section applies to any person to whom, or for any purpose...
- Section 821 - Certain information protected from disclosure
(1) Nothing in this Part compels a person to disclose to the Attorney General or to an inspector appointed under this Part information in respect of which in an action in the Court a claim to legal...
- Section 822 - Answers to questions put by inspector during examination admissible in legal proceedings as evidence
(1) An answer given by a person to a question put to the person by the inspectorfor the purposes of an investigation conducted under this Part can be used in evidence in legal proceedings against the...
- Section 823 - Application of this Part to foreign companies
(1) This Part applies to a foreign company that is carrying on business, or hasat any time carried on business, in Kenya except provided by subsection (2).
(2) Section 787 and section 800 to 811 do...
- Section 824 - Offences against this Part committed by bodies corporate
(1) If an offence under this Part is committed by a body corporate, each officer of the body who is in default also commits an offence and on conviction is liable to a fine not exceeding that which...
- Section 825 - Consequence of order imposing restrictions
(1) The following restrictions apply to securities that are subject to an order made by the Attorney General under section 812 or an order of the Court made under 827—
(a) any transfer of the...
- Section 826 - Offence to attempt to evade restriction imposed by or under this Part
(1) Subject to the terms of any directions given, or any conditions imposed, under section 812 or 827, a person who—
(a) exercises, or purports to exercise, a right to dispose of securities that, to...
- Section 827 - Power of Court to order relaxation or removal of restrictions
(1) If an order makes securities of a company subject to the restrictions contained in this Division, any person claiming to be aggrieved by the order may apply to the Court for an order under...
- Section 828 - Provisions applicable to sale by Court order of restricted securities
(1) If securities are sold in accordance with an order of the Court made undersection 828, the seller of the securities shall pay the proceeds of sale (less the costs of the sale) into Court for the...
- Section 829 - Application of Part XXXI
Except as otherwise expressly provided by this Part, this Part applies in relation to the lodgement of a document with, or the provision of information to, the Registrar in electronic form as it...
- Section 830 - Part to apply to foreign companies
This Part applies to foreign companies except in so far as the context otherwise requires and a reference in this Part to a company includes a foreign company.
- Section 831 - Registrar and Deputy and Assistant Registrars of Companies
(1) There is established the Office of the Registrar of Companies.
(2) If the office of Registrar becomes vacant, the Cabinet Secretary shall appoint a suitably qualified person to fill the...
- Section 832 - Register of Companies and functions of Registrar
(1) The Register of Companies referred to in section 3 of the repealed Act is continued.
(2) The Registrar continues to be responsible for keeping the Register of Companies.
(3) The Register...
- Section 833 - Registrar’s official seal
The Registrar is required to have an official seal for the authentication of documents in connection with the performance of the Registrar’s functions.
- Section 834 - Fees payable to Registrar
(1) The regulations may require the payment to the Registrar of fees in respect of—
(a) the performance of any of the Registrar's functions; or
(b) the provision by the Registrar of services or...