Section 933 of The Companies Act No. 17 of 2015: 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 arrangement is proposed) are to be transferred to another existing public company; or
(b) the undertaking, property and liabilities of two or more public companies (including the company in respect of which the compromise or arrangement is proposed) are to be transferred to a new company.
(2) The new company may be a public company or a private company.
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- 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...
- Section 977 - Foreign company can be registered under alternative name under which it will carry on business in Kenya
(1) A foreign company that wishes to be registered under this Part may, at any time, lodge with the Registrar for registration a statement specifying a name, other than its corporate name, under which...
- Section 978 - Registrar to issue certificate of compliance on change of name of registered foreign company
(1) On registering a change in a registered foreign company’s name, theRegistrar shall issue to the company a certificate, under the Registrar’s common seal and in the prescribed form, certifying the...
- Section 979 - Foreign company required to have local representative
(1) The Registrar may not register a foreign company under this Part unless the company has at least one local representative in relation to whom the foreign company has complied with the prescribed...
- Section 980 - Appointment and termination of appointment of local representation
(1) Within one month after a registered foreign company has appointed a person as a local representative of the company in Kenya, the company shall lodge with the Registrar for registration a notice...
- Section 981 - Liability of local representative
(1) A local representative of a registered foreign company—
(a) is answerable for the doing of all acts, matters and things that the company is required by or under this Act to do; and
(b) is...
- Section 982 - Particulars of places of businesses of registered foreign companies to be notified to Registrar
(1) A registered foreign company shall not carry on business at a place in Kenya unless the company has lodged with the Registrar for registration a notice containing the prescribed particulars of...
- Section 983 - Registered foreign company to have registered office
(1) A registered foreign company shall establish and maintain a registered office in Kenya to which all communications and notices may be addressed.
(2) The company shall ensure—
(a) that its...
- Section 984 - Registered foreign company to display its name at office and places of business
(1) A registered foreign company shall paint or affix and keep painted or affixed, in a conspicuous position and in letters easily legible, on the outside of every office and place (including its...
- Section 985 - Registered foreign company to state its name and other information in documents and communications relating to its business in Kenya
(1) A registered foreign company shall—
(a) state its name and other specified information in prescribed classes of documents and communications relating to its business in Kenya; and
(b) provide...
- Section 986 - Registered foreign company to give notice of certain changes relating to its constitution, directors and business in Kenya
(1) A registered foreign company shall, within one month after a change occurs in—
(a) its constitution or any other document lodged in relation to the company;
(b) its directors;
(c) the powers of...
- Section 987 - Copies of registered foreign company’s financial statements and other documents to be lodged with Registrar
(1) Subject to this section, a registered foreign company shall, at least once in every calendar year and at intervals of not more than fifteen months, lodge a copy of its financial statement made up...