Section 952 of The Companies Act No. 17 of 2015: 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 includes—
(a) the statement required by section 924;
(b) insofar as that statement does not deal with the following matters, a further statement—
(i) specifying the legal and economic grounds for the draft terms and, in particular, for the share exchange ratio and for the criteria on which the allocation to the members of the transferor company of shares in the transferee companies was based; and
(ii) specifying any special valuation difficulties; and (c) a statement as to—
(i) whether a report has been made to any transferee company under section 368; and
(ii) if so, whether that report has been lodged with the Registrar for registration.
(3) This section is subject to section 962.
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- 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...
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(1) The directors of the transferor company shall report—
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- 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.
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- Section 959 - Allotment of shares to transferor company (or its nominee) prohibited
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- Section 960 - Circumstances in which meeting of members of transferor company involved in division is not required
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- Section 961 - Other exceptions: circumstances in which meeting of members of transferee company not required in relation to division
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- Section 962 - Members of companies involved in division can agree to dispense with reports, etc
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- 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
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- Section 965 - Experts and valuers: independence requirement
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(a) the person is not—
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- 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—
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(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
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- Section 978 - Registrar to issue certificate of compliance on change of name of registered foreign company
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- Section 979 - Foreign company required to have local representative
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- 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
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(b) is...
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- 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—
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- Section 984 - Registered foreign company to display its name at office and places of business
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(b) provide...
- Section 986 - Registered foreign company to give notice of certain changes relating to its constitution, directors and business in Kenya
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(b) its directors;
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- Section 987 - Copies of registered foreign company’s financial statements and other documents to be lodged with Registrar
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- Section 988 - Provision for registration of charges over Kenyan property of foreign company
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(2) Those regulations may provide for—
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- Section 992 - Power of Registrar to strike registered foreign company's name from Register of Foreign Companies in certain circumstances
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(a) is an officer of a company; or
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