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Section 402 of Insolvency Act CAP 53: Final meeting prior to dissolution: members' voluntary liquidation

    

(1) As soon practicable after the liquidation of the company's affairs is complete, the liquidator—
(a) shall prepare an account of the liquidation showing how it has been conducted and how the company's property has been disposed of; and
(b) shall then convene a general meeting of the company for the purpose of laying before it the account and giving an explanation of it.
(2) The liquidator—
(a) shall convene the meeting by publishing, at least thirty days before the meeting, an advertisement—
(i) once in the Gazette;
(ii) once in at least two newspapers circulating in the area in which the company has its principal place of business in Kenya; and
(iii) on the company's website (if any); and
(b) shall specify the time, date, place and purpose of the meeting.
(3) Within seven days after the meeting, the liquidator shall lodge with the Registrar a copy of the account, together with a return giving details of the holding of the meeting and of its date.
(4) If the copy and return are not lodged in accordance with subsection (3), the liquidator commits an offence and on conviction is liable to a fine not exceeding five hundred thousand shillings.
(5) If, after being convicted of an offence under subsection (4), a liquidator continues to fail to lodge the copy and the return, 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.
(6) If a quorum is not present at the meeting, the liquidator shall, instead of the return referred to in subsection (3), make a return that the meeting was duly convened and that no quorum was present; and on such a return being made, subsection (3) as to the lodging of the return is taken to have been satisfied.
(7) If the liquidator fails to convene a general meeting of the company as required by subsection (1), the liquidator commits an offence and on conviction is liable to a fine not exceeding five hundred thousand shillings.

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