Section 891 of The Companies Act No. 17 of 2015: 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 floating charges on the whole or part of the property or undertaking of the company.
(2) The company shall ensure that the record referred to in subsection (1) gives in each case—
(a) a short description of the property charged;
(b) the amount secured by the charge or the security right; and
(c) except in the cases of securities to bearer, the names of the persons entitled to it.
(3) If a limited company fails to comply with subsection (1) or (2), 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.
(4) If, after a company or any of its officers has been convicted of an offence under subsection (3), the company continues to fail to comply with subsection (1) or (2) (whichever is applicable), 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 fifty thousand shillings for each such offence.
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- 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.
- Section 894 - Power of Registrar to strike off company not carrying on business or in operation
(1) If the Registrar reasonable believes that a company is not carrying on business or is not in operation, the Registrar may send to the company by post a letter inquiring whether the company is...
- Section 895 - Duty of Registrar to act in case of company that has been liquidated or no liquidator is acting
(1) If, in the case of a company that is in liquidation—(a) the Registrar reasonably believes—
(i) that the affairs of the company are fully wound up; or
(ii) that no liquidator is acting; and
(b)...
- Section 896 - Supplementary provisions as to service of letter or notice
(1) A letter or notice to be sent to a company under section 894 or 895 may be addressed to the company at the registered office of the company or, if no office has been registered, to the care of an...
- Section 897 - Striking off company on company’s application
(1) On application by a company, the Registrar may strike the name of the company off the Register.
(2) Such an application is effective only if it—
(a) is made on behalf of the company by its...
- Section 898 - Circumstances in which application not to be made: activities of company
(1) An application under section 897 may not be made (or, if made, may not be dealt with) if, at any time during the preceding three months, the company has—
(a) changed its name;
(b) carried on...
- Section 899 - Circumstances in which application not to be made: other proceedings not concluded
(1) An application under section 897 on behalf of a company may not be made(or, if made, may not be dealt with) at a time when—
(a) an application to the Court under Part XXXIV has been made on...
- Section 900 - Copy of application to be given to members, employees, etc
(1) A person who makes an application under section 897 on behalf of a company shall ensure that, within seven days after the day on which the application is made, a copy of the application is given...
- Section 901 - Copy of application to be given to new members, employees, etc
(1) In this section—
“company" means a company that has made an application, or in respect of which an application has been made, under section 897;
“relevant period", in relation to a company,...
- Section 902 - Copy of application: provisions as to service of documents
(1) For the purposes of sections 900 and 901, a document is given to a person
if it is—
(a) delivered to the person personally; (b) left at the person's proper address; or
(c) sent to the person...
- Section 903 - Circumstances in which application taken to be withdrawn
(1) In this section—
“company" means a company that has made an application under section 897; “relevant event”, in relation to a company, means an of the following:
(a) the making of a change to...
- Section 904 - When withdrawal of application takes effect
An application under section 897 is withdrawn when a notice of withdrawal is lodged with the Registrar.
- Section 905 - Property of dissolved company to vest in the State
(1) Property that, immediately before the dissolution of a company had not been distributed or disclaimed, vests in the State with effect from the dissolution of the company.
(2) For the purposes of...
- Section 906 - Disclaimer of property vesting in the State
(1) The Attorney General may, by notice of disclaimer, disclaim the State’s ownership of property that has vested in the State under section 905.
(2) The Attorney General may, on behalf of the State,...
- Section 907 - Effect of State disclaimer
(1) Property in respect of which a notice of disclaimer has been executed undersection 906 is taken never to have vested in the State.
(2) Sections 908 to 911 apply in relation to the effect of the...
- Section 908 - General effect of disclaimer
The State's disclaimer operates—
(a) so as to terminate, as from the date of the disclaimer, the rights, interests and liabilities of the company in respect of the property disclaimed; and
(b) does...
- Section 909 - Disclaimer of leaseholds
(1) The disclaimer of any property of a leasehold character does not take effect unless a copy of the disclaimer has been served, so far as the Attorney General is aware of their addresses, on all...
- Section 910 - Power of Court to make vesting order
(1) On an application made by a person who—(a) claims an interest in the disclaimed property; or
(b) is under a liability in respect of the disclaimed property that is not discharged by the...
- Section 911 - Protection of persons holding under a lease
(1) The Court may not make an order under section 911 vesting an interest under a lease in a person claiming under the company as a mortgagee or under lessee except on terms making that...
- Section 912 - Application for administrative restoration to the Register
(1) An application may be made to the Registrar to restore to the Register acompany that has been struck off the Register under section 894 or 897.
(2) An application under this section may—
(a) be...
- Section 913 - Requirements for administrative restoration
(1) On an application made under section 912, the Registrar shall restore the company to the Register if (but only if) the three conditions set out in subsections (2) to (4) are satisfied.
(2) The...
- Section 914 - Registrar’s decision on application for administrative restoration
(1) As soon as practicable after receiving an application for the administrative restoration of a company to the Register, the Registrar shall determine the application and notify the applicant in...
- Section 915 - Effect of administrative restoration
(1) The effect of the restoration of a company to the Register is that the company is taken to have continued in existence as if it had not been dissolved or struck off the Register.
(2) The company...
- Section 916 - Application to Court for restoration to the Register
(1) An application may be made to the Court to restore to the Register a company—
(a) that has been dissolved after being liquidated under the law relating to insolvency;
(b) that is taken to have...
- Section 917 - When application to the Court may be made
(1) An application to the Court for restoration of a company to the Register maybe made at any time for the purpose of bringing proceedings against the company for damages for personal injury.
(2) An...
- Section 918 - Decision on application for restoration by the Court
(1) On the hearing of an application made under section 927, the Court may order the company to be restored to the Register—
(a) if the company was struck off the Register under section 894 or 895...
- Section 919 - Effect of Court order for restoration to the Register: power of Court tomake consequential directions
(1) The effect of an order by the Court for the restoration of the company to the Register is that the company is taken to have continued in existence as if it had not been dissolved or struck off the...
- Section 920 - Company’s name on being restored to the Register
(1) Except as provided by subsection (2), a company is restored to the Register with the name it had before it was dissolved or struck off the Register.
(2) If, at the date of restoration, the...
- Section 921 - Effect of restoration to the Register if property has vested in the State under section 919
(1) The person in whom property is vested by section 905 may dispose of that property, even though the company has been or may be restored to the Register under this Part.
(2) The following...
- Section 922 - Part XXXIV: Application and interpretation
(1) This Part applies when a compromise or arrangement is proposed—(a) between a company and its creditors, or any class of its creditors; or (b) between the company and its members, or any class of...
- Section 923 - Court may order meeting of company’s creditors or members to be held
(1) The Court may, on an application under subsection (2), order a meeting of—(a) the creditors or class of creditors; or
(b) the members of the company or a class of members, to be convened in such...
- Section 924 - Explanatory statement setting out effect of arrangement or compromise to be circulated or made available to company's creditors and members of company
(1) When the Court has ordered a meeting to be convened under section 923,the company concerned shall ensure that—
(a) each notice convening the meeting that is sent to a creditor or member includes...
- Section 925 - Duty of directors and trustees to provide information
(1) Each director of the company, and each trustee for its debenture holders,shall give notice to the company of such matters relating to the director or trustee as may be necessary for purposes of...
- Section 926 - Court order sanctioning compromise or arrangement
(1) If a majority in number representing seventy–five percent in value of—(a) the creditors or class of creditors; or
(b) the members or class of members, present and voting either in person or by...
- Section 927 - Powers of the Court to facilitate reconstruction or amalgamation
(1) In this section—
property" includes property, rights and powers of every description;
“liabilities" includes duties;
“transferee company" means a company to which the whole or a part of the...
- Section 928 - Copy of order to be lodged with the Registrar for registration
(1) Within seven days after the Court has made an order under section 927,each company affected by the order shall lodge a copy of it with the Registrar for registration.
(2) If one of the companies...
- Section 929 - Obligations of company with respect to its constitution
(1) This section applies—
(a) to any order under section 926; and
(b) to any order under section 927 that alters the company’s constitution.
(2) If an order to which this section applies...
- Section 930 - Interpretation: Part XXXV
(1) In this Part—
“companies involved in the division", in relation to a division, means the transferor company and any existing transferee companies;
“division" means a scheme of the kind...
- Section 931 - Application of this Part
(1) The Part applies when—
(a) a compromise or arrangement is proposed between a public company and—
(i) its creditors or a specified class of them; or
(ii) its members or a specified class of...
- Section 932 - Relationship of this Part to Part XXXIV
(1) The Court may sanction the compromise or arrangement under Part XXXIVonly if the relevant requirements of this Part have been complied with.
(2) The requirements applicable to mergers are...
- Section 933 - Introductory: mergers and merging companies
(1) A scheme involves a merger if under the scheme—
(a) the undertaking, property and liabilities of one or more public companies (including the company in respect of which the compromise or...
- Section 934 - Draft terms of scheme for proposed merger
(1) The directors of the merging companies shall prepare and adopt a draft of the proposed terms of the scheme.
(2) Those directors shall ensure that the draft terms contain particulars of at least...
- Section 935 - Draft terms of proposed merger to be published
(1) The directors of each of the merging companies shall lodge with the Registrar for registration a copy of the draft terms.
(2) As soon as practicable after the copy of the draft terms is lodged...
- Section 936 - Scheme not effective unless approved by members of merging companies
(1) A scheme has no effect unless it is approved by a majority in number, representing seventy-five percent in value, of each class of members of each of the merging companies, present and voting...
- Section 937 - Directors of merging companies to prepare explanatory report relating to proposed merger
(1) The directors of each of the merging companies shall prepare and adopt a report that complies with subsection (2).
(2) A report complies with this subsection if it includes—
(a) the statement...
- Section 938 - Merging companies to arrange for preparation of experts’ reports
(1) The directors of the merging companies may jointly appoint an expert on behalf of those companies to prepare a written report on the draft terms for presentation to the members of each of those...
- Section 939 - Supplementary financial statement for merger in certain cases
(1) If the last annual financial statements of any of the merging companies relate to a financial year ending more than seven months before the first meeting of the company convened for the purposes...
- Section 940 - Members of merging companies entitled to inspect merger documents
(1) The members of each of the merging companies are, during the relevant period entitled—
(a) to inspect at the registered office of that company copies of the merger documents relating to that...
- Section 941 - Articles of transferee company involved in merger to be approved
A merger by formation of a new company does not take effect unless the articles of the transferee company, or a draft of them, are approved—
by an ordinary resolution of the transferor company;...