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Section 903 of The Companies Act No. 17 of 2015: Circumstances in which application taken to be withdrawn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 the company's name;
(b) engaging in trading or otherwise carrying on business;
(c) the disposal by the company for value of any property other than that which it was necessary or desirable for it to hold for the purpose of making, or proceeding with, an application under section 897;
(d) engaging in any activity other than one to which subsection (3) applies;
(e) the making of an application to the Court under Part XXXIV on behalf of the company for the sanctioning of a compromise or arrangement;
(f) the making of proposal for a voluntary arrangement in relation to the company under the laws relating to insolvency;
(g) the making of an application to the Court for an administration order in respect of the company under the laws relating to insolvency;
(h) the appointment of an administrator in respect of the company under the laws relating to insolvency, or the lodgement in the Court of a copy of notice of intention to appoint such an administrator in respect of the company;
(i) the coming into existence of circumstances in which, under a provision of the laws relating to insolvency, the company may be liquidated voluntarily;
(j) the presenting of an application to liquidate the company by the Court any such law;
"relevant day" means a day occurring during the period from and including the day on which the company makes an application under section 897 and ending with day before the day on which the application is finally disposed of or withdrawn.
(2) If a relevant event occurs on a relevant day, each person who is a director of the company at the end of that day shall ensure that the application of the company under section 897 is withdrawn without delay.
(3) For the purposes of subsection (1)(b), a company is not treated as trading or otherwise carrying on business only because it makes a payment in respect of a liability incurred in the course of trading or otherwise carrying on business.
(4) The excepted activities referred to in subsection (1)(d) are any activity—(a) necessary or desirable—
(i) for the purpose of making, or proceeding with, an application under section 897; or
(ii) for the purpose of concluding affairs of the company that are outstanding because of what has been necessary or desirable for the purpose of making, or proceeding with such an application;
(b) necessary or desirable for the purpose of complying with any statutory requirement; and
(c) prescribed by the regulations for the purposes of this subsection.
(5) A person who fails to comply with the requirement imposed by subsection (2) commits an offence and on conviction is liable to a fine not exceeding five hundred thousand shillings.
(6) In proceedings for an offence under subsection (5), 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 the person was not aware of the fact that the company had made an application under section 897; or
(b) that the person took all reasonable steps to comply with the requirement.

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

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