Section 843 of The Companies Act No. 17 of 2015: Requirements for proper lodgement
(1) A document lodged with the Registrar for registration is not properly lodged for the purposes of this Act unless the following requirements are satisfied— (a) requirements imposed under section 839 with respect to—
(i) the contents of the document; and
(ii) the form, authentication and manner of its lodgement;
(b) any applicable requirements under regulations made for the purpose of section 840;
(c) any applicable requirements under an agreement entered into under section 841;
(d) in so far as it consists of, or includes, names and addresses—any requirements of this Act with respect to permitted characters, letters or symbols or with respect to its being accompanied on lodgement by a certificate as to the transliteration of any element;
(e) any applicable requirements of the Registrar’s Rules;
(f) any applicable requirements of regulations made for the purpose of section 849;
(g) any applicable requirements with regard to payment of a fee in respect of its lodgement with the Registrar.
(2) The Registrar may accept and register a document that does not comply with the requirements under subsection (1).
(3) The acceptance or registration of a document by the Registrar under subsection (2) does not affect—
(a) any liability for failure to comply with the requirements of the provision under which the document is lodged with the Registrar with regard to the contents of the document;
(b) the continuing obligation to comply with the requirements referred to in subsection (1); or
(c) the exercise of the Registrar's powers under section 844 or 845.
(4) Objection may not be taken as to the legal effect of action taken by the Registrar on the ground that the requirements referred to in subsection (1) are not satisfied.
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- Section 844 - Powers of Registrar to correct documents in certain cases
(1) A document that is lodged with the Registrar for registration may be corrected by the Registrar if it appears to the Registrar to be incomplete or internally inconsistent.
(2) The power of the...
- Section 845 - Power of Registrar to accept replacement for document previously lodged
(1) The Registrar may accept a replacement for a document previously lodged that did not comply with the requirements for proper lodgement.
(2) The Registrar may accept a replacement document only if...
- Section 846 - Power of Registrar to exclude unnecessary information
(1) For the purpose of this section, information is unnecessary if it—
(a) is not required in order to comply with an obligation imposed by or under this or any other Act; and
(b) is not...
- Section 847 - Registrar's notice to remedy defective lodgement
(1) This section applies if a document lodged with the Registrar for registration
—
(a) does not meet the requirements for proper lodgement; and
(b) is not corrected under section 844, or replaced...
- Section 848 - Annotation of the Register
(1) The Registrar shall note in the Register-
(a) the date on which a document is lodged with the Registrar for registration;
(b) if a document is corrected under section 844 — the nature and date...
- Section 849 - Allocation of unique identifiers for purpose of identifying directors and certain other persons
(1) The regulations may provide for the use, in connection with the Register, of reference numbers or unique identifiers to identify each person who—
(a) is a director of a company;
(b) is...
- Section 850 - Preservation of original documents
(1) Subject to section 854(3), the Registrar shall keep the originals of documents lodged with the Registrar in hard copy form for not less than three years after they are lodged.
(2) After the end...
- Section 851 - Power of Registrar to destroy records of dissolved company after lapse of two years
(1) At any time after the expiry of two years from the date on which—
(a) a company has been dissolved; or
(b) a foreign company has ceased to be registered as such in Kenya, the Registrar may...
- Section 852 - Right of members of public to inspect Register
(1) Every member of the public has the right to inspect the Register.
(2) The right of inspection extends to the originals of documents lodged withthe Registrar in hard copy form if, and only if, the...
- Section 853 - Right of members of public to be provided with copies of records kept by Registrar
(1) Any member of the public may apply to the Registrar for a copy of anyrecord that forms part of the Register or the Foreign Companies Register.
(2) On receiving such an application, the Registrar...
- Section 854 - Certain records not to be made available for public inspection
(1) The Registrar may not make available for public inspection—
(a) the contents of a document sent to the Registrar containing views expressed in accordance with section 51;
(b) protected...
- Section 855 - Registrar can be required to make address unavailable for public inspection
(1) The Registrar is, on an application made in accordance with the regulations referred to in subsection (2), required to make an address on the Register unavailable for public inspection.
(2) The...
- Section 856 - Form of application for inspection or copy
The Registrar may specify the form and manner in which application is to be made for—
(a) an inspection under section 852; or (b) a copy under section 853.
- Section 857 - Form and manner in which copies to be provided
The Registrar may determine the form and manner in which copies are to be provided under section 854.
- Section 858 - Certification of copies of records by Registrar
(1) The Registrar shall certify copies of records provided in hard copy formunder section 854 as true copies unless the applicant dispenses with the need for certification.
(2) The Registrar may not...
- Section 859 - Issue of legal process for production of records kept by the Registrar
(1) Any legal process compelling the Registrar to produce a record kept by theRegistrar may issue from a court only with the permission of the Court.
(2) Such a process is of no effect unless it...
- Section 860 - Registrar’s notice to resolve inconsistency on the Register
(1) If it appears to the Registrar that the information contained in a document lodged with the Registrar for registration is inconsistent with an existing entry in the Register, the Registrar may...
- Section 861 - Administrative removal of information from the Register
(1) The Registrar may remove from the Register any entry that there was power to make, but no duty.
(2) This power is exercisable, in particular, so as to remove—
(a) information derived from a...
- Section 862 - Rectification of Register on application to Registrar
(1) On receiving an application made in accordance with this section, the Registrar shall remove from the Register an entry relating to a company that the Registrar is satisfied is of a kind...
- Section 863 - Rectification of the Register under Court order
(1) The Registrar shall remove from the Register any entry—
(a) that derives from anything that the Court has declared to be invalid or ineffective, or to have been done without the authority of the...
- Section 864 - Powers of Court on ordering removal of entry from the Register
(1) If the Court makes an order for the removal of an entry from the Registerunder section 863, it may also give any of the following directions:
(a) that any note on the Register that is related to...
- Section 865 - Documents to be prepared and lodged in the English language
Subject to section 866, the Registrar may refuse to accept any document lodged with, or delivered, sent or submitted to the Registrar in a language other than English.
- Section 866 - Documents that may be prepared and lodged in other languages
(1) Documents to which this section applies may be drawn up and lodged withthe Registrar in a language other than English, but only if they are accompanied by a certified translation in...
- Section 867 - Voluntary lodgement of translations
(1) A company may lodge with the Registrar for registration one or more certified translations of any document relating to the company that is or has been lodged with the Registrar.
(2) The...
- Section 868 - Certified translations
(1) In this Part, a “certified translation” means a translation certified as prescribed by the regulations for the purposes of this section to be a correct translation.
(2) In the case of any...
- Section 869 - Transliteration of names and addresses: permitted characters
(1) The Registrar may decline to accept for lodgement documents that containnames and addresses unless those names and address comprise only letters, characters and symbols, including accents and...
- Section 870 - Transliteration of names and addresses: voluntary translation into Roman characters
(1) If a name or address is or has been lodged with the Registrar in a permitted form using other than Roman characters, the company may lodge with the Registrar for registration a translation into...
- Section 871 - Translation of names and addresses: certification
(1) The regulations may require the certification of transliterations and prescribe the form of certification.
(2) Different provision may be made for compulsory and voluntary translations.
- Section 872 - Offence to lodge false or misleading documents or to make false or misleading statements to Registrar
A person who—
(a) lodges or causes to be lodged with the Registrar for registration a document containing information; or
(b) makes to the Registrar a statement for any purpose that the person...
- Section 873 - Enforcement of company’s lodgement obligations
(1) This section applies if a company has not complied with an obligation imposed by this Act—
(a) to lodge a document to the Registrar; or
(b) to give notice to the Registrar of any...
- Section 874 - Supplementary provisions relating to electronic communications
(1) The Registrar may require a company to give any necessary consents tothe use of electronic means for communications by the Registrar to the company as a condition of making use of any facility to...
- Section 875 - Provision for publishing notices by alternative means
(1) A notice that would otherwise require to be published by the Registrar in the Gazette may instead be published by such other means as the Registrar from time to time selects from the alternative...
- Section 876 - Registrar’s power to make Rules
(1) The Registrar may make rules (called the Registrar’s Rules) about anymatter in respect of which the Registrar may make provision, or impose a requirement, under a function or power imposed or...
- Section 877 - Interpretation: Part XXXII
(1) For purposes of this Part, “charge” includes a mortgage.
(2) For the purposes of this Part, it is immaterial where land that is subject toa charge is located.
- Section 878 - Charges created by a company
(1) A company that creates a charge to which this section applies shall, before the deadline for registration, lodge with the Registrar for registration the particulars of the charge prescribed by the...
- Section 879 - Charges existing on property acquired
(1) This section applies to a company that acquires property already subject to a charge of a kind that would, if it had been created by the company after the acquisition of the property, have been...
- Section 880 - Lodgement for registration of charge in series of debentures
(1) If a series of debentures containing, or given by reference to another document, any charge to the benefit of which the debenture holders of that series are entitled equally among themselves is...
- Section 881 - Additional registration requirement for commission, allowance or discount in relation to debentures
(1) If any commission, allowance or discount has been paid or made (either directly or indirectly) by a company to a person as consideration for—
(a) subscribing or agreeing to subscribe (whether...
- Section 882 - Certificate of registration to be endorsed on debentures
(1) As soon as practicable after receiving a certificate of registration of a charge or a security right, the company shall endorse a copy of the certificate on every debenture or certificate of...
- Section 883 - Charges created in, or over property located outside Kenya
(1) If a charge is created outside Kenya comprising property located outside Kenya, the lodgement with the Registrar for registration of a verified copy of the document by which the charge is created...
- Section 884 - Registrar to keep register of charges
(1) The Registrar shall keep, with respect to each company, a register of all the charges that are required to be registered under this Part.
(2) If a charge is part of a series of debentures, the...
- Section 885 - Deadline for registering a charge
(1) The deadline for registration of a charge created by a company is—
(a) thirty days from the day on which the charge is created; or
(b) if the charge is created outside Kenya — twenty-one days...
- Section 886 - Holder of floating charge to lodge with Registrar notice of appointment and cessation of appointment of administrator of company
(1) A holder of a floating charge on a company's property or undertaking who
(a) obtains an order of the Court for the appointment of an administrator in respect of the company; or
(b) appoints such...
- Section 887 - Registrar to record memorandum of satisfaction or release
(1) If a statement is lodged with the Registrar verifying with respect to a registered charge that the debt for which the charge was given has been wholly or partly paid or satisfied, the Registrar...
- Section 888 - Rectification of register of charges
(1) A company or interested person who claims that a failure to register a charge before the deadline for registration, or an omission or misstatement of a particular with respect to any such charge...
- Section 889 - Consequences of failure to register charges created by a company
(1) If a company creates a charge or a security right, the charge (in so far asany security on the property or undertaking of the company is conferred by it) or a security right is void against...
- Section 890 - Companies to keep copies of documents creating charges
(1) A company shall keep a copy of every document creating —(a) a charge that is required to be registered under this Part; and
(b) a security right created under the Movable Property Security Rights...
- Section 891 - Company’s register of charges
(1) A limited company shall keep a register of charges and security agreements and record in it—
(a) all charges and security rights specifically affecting property of the company; and
(b) all...
- Section 892 - Right of creditors, members and others to inspect documents that create company's charges and to inspect company's register of charges
(1) This section applies to—
(a) documents required to be kept under section 890; and
(b) a limited company's register of charges kept in accordance with section 891.
(2) Except in so far as the...
- Section 893 - Interpretation: Part XXXIII
In this Part, “creditor” includes a contingent or prospective creditor.