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Section 898 of The Companies Act No. 17 of 2015: 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 business;
(c) made a disposal for value of property that, immediately before ceasing to carry on business, it held for the purpose of disposal for gain in the normal course of carrying on business; or
(d) engaged in any other activity, except one that is—
(i) necessary or expedient for the purpose of making an application under section 898, or deciding whether to make an application;
(ii) necessary or expedient for the purpose of closing down the affairs of the company;
(iii) necessary or expedient for the purpose of complying with any statutory requirement; or
(iv) specified by the Cabinet Secretary by order made under subsection (2).
(2) The Cabinet Secretary may, by order published in the Gazette—
(a) specify an activity for the purpose subsection (1)(d)(iv); or
(b) amend subsection (1) for the purpose of altering the period in relation to which the doing of an act referred to in (a) to (d) of that subsection is relevant.
(3) For the purposes of this section, a company is not to be regarded as carrying on business only because it makes a payment in respect of a liability incurred in the course of carrying on business.
(4) A person who makes an application in contravention of subsection (1) commits an offence and on conviction is liable to a fine not exceeding fifty thousand shillings.
(5) In proceedings for such an offence it is a defence for the person charged with the offence to establish on a balance of probabilities that the person did not know, and could not reasonably have known, of the existence of the facts that led to the contravention.

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Disclaimer: This document is not to be taken as legal advise.

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