Section 922 of The Companies Act No. 17 of 2015: 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 its creditors.
(2) This Part has effect subject to Part XXXV if that Part applies.
(3) In this Part, "arrangement" includes a reorganisation of the company's share capital by the consolidation of shares of different classes or by the division of shares into shares of different classes, or by both of those methods.
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- 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...
- Section 952 - Directors to prepare explanatory report in relation to division
(1) The directors of the transferor company and each existing transferee company shall prepare and adopt a report that complies with subsection (2).
(2) A report complies with this subsection if it...
- Section 953 - Expert’s report to be prepared for each company involved in division
(1) The companies involved in a division may jointly appoint an expert to prepare on behalf of those companies a single written report on the draft terms for presentation to the members of each of...
- Section 954 - Supplementary financial statement to be prepared in relation to divisionin certain cases
(1) If the last annual financial statement of a company involved in the division relate to a financial year ending more than seven months before the first meeting of the company convened for the...
- Section 955 - Members of companies involved in division entitled to inspect certain documents
(1) The members of each company involved in the division are, during the relevant period, entitled—
(a) to inspect at the registered office of that company copies of the relevant documents relating...
- Section 956 - Report on material changes of assets of transferor company involved in division
(1) The directors of the transferor company shall report—
(a) to every meeting of the members, or a specified class of members, of that company convened for the purpose of agreeing to the scheme;...
- Section 957 - Articles of transferee company involved in division to be approved by transferor company
The articles of a new transferee company do not have effect unless they, or a draft of them, have been approved by an ordinary resolution of the transferor company.
- Section 958 - Protection of holders of securities to which special rights attached(division)
(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 959 - Allotment of shares to transferor company (or its nominee) prohibited
A scheme is void to the extent that it provides for shares in a transferee company to be allotted to the transferor company (or its nominee) in respect of shares in the transferor company held by it...
- Section 960 - Circumstances in which meeting of members of transferor company involved in division is not required
(1) This section applies to a division in respect of which all of the shares or other securities of the transferor company conferring the right to vote at general meetings of the company are held by...
- Section 961 - Other exceptions: circumstances in which meeting of members of transferee company not required in relation to division
(1) In the case of a division, the scheme does not need to be approved by the members of a transferee company if the Court, on the application of the company or any of its members, makes an order...
- Section 962 - Members of companies involved in division can agree to dispense with reports, etc
(1) If all members holding shares in, and all persons holding other securities of,the companies involved in the division (being shares or securities that confer a right to vote in general meetings of...
- Section 963 - Power of the Court to exclude certain requirements in the case of division
(1) In the case of a division, the Court may, by order, direct that—
(a) in relation to any company involved in the division, the requirements of sections 950 and 955 do not apply; and
(b) in...
- Section 964 - Experts’s report: valuation by another person
(1) If it appears to an expert that—
(a) a valuation is reasonably necessary to enable the expert’s report to be prepared; and
(b) that it is reasonable for such a valuation, or part of it, to be...
- Section 965 - Experts and valuers: independence requirement
(1) A person satisfies the independence requirement for the purposes of section938, 953 or 964 only if—
(a) the person is not—
(i) an officer or employee of any of the companies involved in the...
- Section 966 - Power of the Court to convene meeting of members or creditors of existing transferee company
(1) The Court may order a meeting of—
(a) the members of an existing transferee company, or a specified class of them; or
(b) the creditors of an existing transferee company, or a specified class of...
- Section 967 - Court to fix date for transfer of undertaking etc of transferor company
(1) If the Court sanctions the compromise or arrangement, it shall—(a) in the order sanctioning the compromise or arrangement; or
(b) in a subsequent order made under section 927, fix a date on which...
- Section 968 - Liability of transferee companies for each other’s defaults
(1) In the case of a division, each transferee company is jointly and severally liable for any liability transferred to any other transferee company under the scheme to the extent that the other...
- Section 973 - Interpretation: Part XXXVII
In this Part—
“officer", in relation to a registered foreign company, includes a local representative of the company;
“prescribed” means prescribed by the foreign companies regulations;
“registered...
- Section 974 - When foreign company may carry on business in Kenya.
(1) A foreign company shall not carry on business in Kenya unless—
(a) it is registered under this Part; or
(b) it has applied to be so registered and the application has not been dealt with within...
- Section 975 - Application for registration of foreign companies
(1) Subject to this Part, a foreign company that wishes to be registered as a foreign company shall lodge with the Registrar an application that is in accordance with this Division.
(2) The Registrar...
- Section 976 - Requirements with respect to names of foreign companies
(1) In its application under section 975, a foreign company shall include particulars of the name under which it seeks to carry on business in Kenya.
(2) The name of such a company can be—
(a) the...