Section 901 of The Companies Act No. 17 of 2015: 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, means the period beginning on the day after the day on which an application for striking off the company is made under section 910 and ending on the day before the application is finally dealt with or withdrawn.
(2) If, on a day during the relevant period, a person becomes—
(a) a member of the company;
(b) an employee of the company;
(c) a creditor of the company;
(d) a director of the company;
(e) a manager or trustee of any pension fund established for the benefit of employees of the company; or
(f) a person of a class prescribed by the regulations for the purpose of this paragraph, each person (not being that person) who, at the end of that day, is director of the company shall ensure that a copy of the application for voluntary striking off the company is given to that person within seven days after that day.
(3) The requirement imposed by subsection (2) ceases to apply if the application is disposed of or withdrawn before the end of the period within which the copy is required to be given.
(4) A person who fails to comply with subsection (2) (otherwise than with the intention referred to in subsection (6)) commits an offence and on conviction is liable to a fine not exceeding fifty thousand shillings.
(5) In proceedings for an offence under subsection (4), it is a defence for the person charged with the offence to establish on a balance of probabilities—
(a) that, at the time of the failure to comply with the requirement imposed by subsection (2), the defendant was not aware of the fact that the company had made an application under section 897; or
(b) that the defendant took all reasonable steps to comply with that requirement.
(6) A person who fails to comply with subsection (2) with the intention of concealing the making of the application from a person referred to in paragraphs (a) to (f) of that subsection commits an aggravated offence and on conviction is liable to a fine not exceeding five hundred thousand shillings or imprisonment for a term not exceeding two years, or to both
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- 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;...
- Section 942 - Protection of holders of securities to which special rights attached(merger)
(1) This section applies to securities of the transferor company (other than shares) to which special rights are attached.
(2) If a person holds securities to which this section applies otherwise...
- Section 943 - Allotment of shares to transferor company (or its nominee) prohibited
A scheme is invalid to the extent that it provides for shares in the transferee company to be allotted to a transferor company (or its nominee) in respect of shares in the transferor company held by...
- Section 944 - Circumstances in which certain particulars and reports not required in relation to merger
(1) This section applies to a merger by absorption if all of the relevant securities of the transferor company, or if there is more than one transferor company, of each of them, are held by or on...
- Section 945 - Circumstances in which meeting of members of transferee company not required for merger
(1) This section applies to a merger by absorption if ninety percent or more (but not all) of the relevant securities of the transferor company, or, if there is more than one transferor company, of...
- Section 946 - Circumstances in which meeting of members of transferee company not required in relation to merger
(1) This section applies to a merger by absorption if all of the relevant securities of—
(a) the transferor company; or
(b) if there is more than one transferor company—of each of them, are held by...
- Section 947 - Other circumstances in which meeting of members of transferee company not required in relation to merger
(1) In the case of a merger by absorption, the scheme need not be approved by the members of the transferee company if the Court, on the application of the transferee company or of any of its members,...
- Section 948 - Introductory: companies and involvement of companies in division
A scheme involves a division if, under the scheme, the undertaking, property and liabilities of the company in respect of which a compromise or arrangement is proposed are to be divided among, and...
- Section 949 - Draft terms of scheme to be prepared and adopted in relation to division
(1) The directors of each company involved in a division shall prepare and adopt a draft of the proposed terms of the scheme.
(2) The directors shall include in the draft terms particulars of at...
- Section 950 - Draft terms relating to division to be published
(1) The directors of each company involved in the division shall lodge a copyof the draft terms with the Registrar for registration.
(2) As soon as practicable after receiving from the company a copy...
- Section 951 - Approval of members of companies involved in division
(1) The compromise or arrangement is not effective unless it is approved by a majority in number, representing seventy-five percent in value, of each class of members of each of the companies involved...