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Section 991 of The Companies Act No. 17 of 2015: Local representative of registered foreign company to notify Registrar of certain events affecting the company

    

(1) Within one month after a registered foreign company has ceased to carryon business in Kenya, each person who, on the day when the company’s business in Kenya ceased, was a local representative of the company in Kenya shall lodge with the Registrar for registration a notice of that fact.
(2) Within one month after a registered foreign company has been dissolved or deregistered in its place of origin, each person who was, on the day when the company was dissolved or deregistered in its place of origin, a local representative of the company in Kenya shall lodge with the Registrar for registration a notice of that fact.
(3) As soon as practicable after receiving a notice under subsection (1) or (2),the Registrar shall strike the foreign company's name off the Foreign Companies Register.
(4) If a foreign company's name is struck off the register under subsection (3),the company ceases to be registered under this Part.
(5) If a registered foreign company is placed in liquidation in its place of origin—
(a) each person who, on the day when the liquidation proceedings began, was a local representative of the company in Kenya shall, within one month after that day (or within that period as extended by the Registrar in special circumstances), lodge with the Registrar for registration—
(i) notice of that fact; and
(ii) when a liquidator is appointed, notice of the appointment; and
(b) the Court shall, on application by the person who is the liquidator for the company in its place of origin, or by the Registrar, appoint a liquidator of the company in respect of its property in Kenya.
(6) A liquidator appointed by the Court under subsection (5)(b)—
(a) shall, before distributing the company's property in Kenya, by advertisement in a daily newspaper circulating generally in each country or territory where the foreign company carried on business at any time during the six years before the liquidation, invite all creditors to make their claims against the company within a reasonable time before the distribution is made;
(b) may not, without obtaining an order of the Court, pay out a creditor of the company to the exclusion of another creditor of the foreign company; and
(c) shall, unless the Court otherwise orders, recover and realise the property of the company in Kenya and pay the net amount so recovered and realised to the liquidator appointed in respect of the company in its place of origin.
(7) If a registered foreign company has been liquidated so far as its property in Kenya is concerned and no liquidator has been appointed in respect of the company in its place of origin, the liquidator may apply to the Court for directions about the disposal of the net amount recovered in accordance with subsection (6)
(c).
(8) A person who fails to comply with subsection (1), (2) or (5)(a) commits an offence and on conviction is liable to a fine not exceeding two hundred thousand shillings.
(9) If, after being convicted of an offence under subsection (8), a person continues to fail to lodge the notice referred to in subsection (1), (2) or (5)(a), the person commits a further offence on each day on which the failure continues and on conviction is liable to a fine not exceeding twenty thousand shillings for each such offence.
(10) A liquidator who—
(a) fails to comply with subsection (6)(a) or (c); or
(b) contravenes subsection (6)(b), commits an offence and on conviction is liable to a fine not exceeding five hundred thousand shillings.
(11) If, after being convicted of an offence under subsection (10), a liquidator continues to fail to comply with the relevant requirement of subsection (8)(a) or (c), the liquidator commits a further offence on each day on which the failure continues and on conviction is liable to a fine not exceeding fifty thousand shillings for each such offence.

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

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