Section 435 of Insolvency Act CAP 53: Public examination of officers and former officers of company
(1) If a company is being liquidated by the Court, the Official Receiver may, at any time before the dissolution of the company, apply to the Court for the public examination of any person who— (a) is or has been an officer of the company;
(b) has acted as provisional liquidator, liquidator or administrator of the company; or
(c) not being a person referred to in paragraph (a) or (b), is or has been concerned, or has taken part, in the promotion, formation or management of the company.
(2) Unless the Court otherwise orders, the Official Receiver shall make an application under subsection
(1) on receiving a written request to do so from—
(a) creditors of the company holding not less than one-half in value of the total amount of the company's debts; or
(b) contributories of the company holding not less than three-quarters of the voting rights at general meetings of the company.
(3) If, on the hearing of an application made under subsection (1), the Court is satisfied that a public examination of the person to whom the application relates is warranted, it shall make an order directing such an examination to be held on a date and at a time and place specified in the order.
(4) On being served with a copy of an order made under subsection (3), the person concerned shall attend on the date and at the time and place specified in the order and be publicly examined—
(a) about the promotion, formation or management of the company; or
(b) about the conduct of its affairs, or conduct or dealings in relation to the company.
(5) The persons specified in subsection (6) may—
(a) participate in the public examination of a person under this section; and
(b) may question the person concerning the matters referred to in subsection (4).
(6) The following persons are specified for the purpose of subsection (5)— (a) the Official Receiver;
(b) the liquidator of the company;
(c) any person who has been appointed as special manager of the company's property or business;
(d) any creditor of the company who has submitted a proof; (e) any contributory of the company.
Enhance Your Research with Bookmarks and Annotations
Here's how you can use these features:
- To bookmark this page, click the "Bookmark this Page" button below the document title.
- To add an annotation, highlight text in the document and select "Add Annotation" from the toolbar that appears.
- These features are great for organizing your research and keeping track of key information.
- You can view and manage your bookmarks and annotations on your Bookmarks and Annotations page.
- Section 436 - Consequences of failure to attend public examination
(1) A person who, without reasonable excuse, fails at any time to attend the person's public examination under section 435 is guilty of a contempt of Court and is liable to be punished accordingly (in...
- Section 437 - Appointment and powers of provisional liquidator
(1) The Court may appoint a provisional liquidator either on or after, or at any time before, the making of a liquidation order in respect of a company.
(2) Only the Official Receiver or an...
- Section 438 - Functions and powers of Official Receiver in relation to office of liquidator
(1) Subsections (2) to (7) have effect, subject to section 441 when the Court makes an order for the company to be liquidated.
(2) The Official Receiver becomes the liquidator of the company and...
- Section 439 - Power of Official Receiver to appoint liquidator in certain cases
(1) In the case of a liquidation ordered by the Court, the Official Receiver (being the liquidator) may, at any time, appoint a qualified person as liquidator instead.
(2) If meetings are held in...
- Section 440 - Creditors' choice to prevail if meetings of creditors and contributors nominate different liquidators
(1) If a company is being liquidated by the Court and separate meetings of the company's creditors and the company's contributories are convened for the purpose of choosing a person to be liquidator...
- Section 441 - Appointment of liquidator by the Court following administration or voluntary arrangement
(1) If a liquidation order is made immediately on the appointment of an administrator ceasing to have effect, the Court may appoint as liquidator of the company the person whose appointment as...
- Section 442 - Creditors' meeting may appoint liquidation committee
(1) If, after a liquidation order has been made, separate meetings of creditors and contributories have been convened for the purpose of choosing a person to be liquidator, those meetings may...
- Section 443 - General functions of liquidator when company is liquidated by the Court
(1) The functions of the liquidator of a company that is being liquidated by the Court are—
(a) to ensure that the assets of the company are realised and distributed to the company's creditors;...
- Section 444 - Liquidator to assume control of company's property when liquidation order made
When—
(a) a liquidation order has been made; or
(b) a provisional liquidator has been appointed, in respect of a company, the liquidator or the provisional liquidator shall assume control of all the...
- Section 445 - Company's property to vest in liquidator
(1) When a company is being liquidated by the Court, the Court may, on the application of the liquidator, by order direct all or any part of the property belonging to the company or held by trustees...
- Section 446 - Duty of liquidator to convene final general meeting of company's creditors
(1) If, in the case of a company that is being liquidated by the Court, the liquidator (not being the Official Receiver) is satisfied that the liquidation of the company is for all practical purposes...
- Section 447 - Power of the Court to stay liquidation
(1) On the application of the liquidator, the Official Receiver or any creditor or contributory, and on proof to the satisfaction of the Court that all proceedings in the liquidation ought to be...
- Section 448 - Settlement of list of contributories and application of assets
(1) As soon as practicable after making a liquidation order, the Court shall—
(a) settle a list of contributories, with power to rectify the register of members in all cases in which rectification is...
- Section 449 - Recovery of debts due from contributory to company
(1) At any time after making a liquidation order, the Court may make an order in respect of any contributory who is for the time being on the list of contributories requiring the contributory to pay,...
- Section 450 - Power of the Court to make calls from contributories
(1) At any time after making a liquidation order, and either before or after the Court has ascertained the sufficiency of the company's assets, it may—
(a) make calls on all or any of the...
- Section 451 - Power of the Court to order money due to company to be paid into Central Bank
(1) The Court may order any contributory, purchaser or other person from whom money is due to the company to pay the amount due into the Central Bank of Kenya to the account of the liquidator instead...
- Section 452 - Order made by the Court against contributory to be conclusive evidence that money ordered to be paid is due
(1) An order made by the Court on a contributory is conclusive evidence that any money appearing to be due or ordered to be paid by the contributory is due.
(2) Subsection (1) is subject to the...
- Section 453 - Power of the Court to fix deadlines for proving claims
The Court may fix deadlines by which creditors are required to prove their debts or claims or are to be excluded from the benefit of any distribution made before those debts are proved.
- Section 454 - Court to adjust rights of contributories
The Court shall adjust the rights of the contributories among themselves and distribute any surplus among the persons entitled to it.
- Section 455 - Power of the Court to make orders enabling creditors and contributories to inspect company's records
(1) At any time after making a liquidation order, the Court may make such order for inspection of the company's records by creditors and contributories as the Court considers appropriate.
(2) The...
- Section 456 - Payment of expenses of liquidation
(1) If the assets of a company are insufficient to satisfy its liabilities, the Court may—
(a) make an order for the expenses incurred in the liquidation to be paid out of the company's assets;...
- Section 457 - Power to arrest absconding contributory
(1) If, at any time either before or after making a liquidation order, the Court is satisfied on reasonable grounds that a contributory is—
(a) about to leave Kenya or otherwise to abscond;...
- Section 458 - Powers of the Court to be cumulative
Powers conferred on the Court by this Part are in addition to any existing powers to bring legal proceedings against a contributory or debtor of the company, or the assets of a contributory or debtor,...
- Section 459 - Power of the Court to delegate its powers to liquidator
(1) The insolvency regulations may enable or require all or any of the functions imposed or powers conferred on the Court with respect to the matters specified in subsection (2) to be performed or...
- Section 460 - Style and title of liquidators
(1) The liquidator of a company is in all documents and communications relating to the liquidation of the company to be referred to—
(a) if a person other than the Official Receiver is liquidator, as...
- Section 461 - Offence to make corrupt inducement affecting appointment of liquidator
A person who gives, or agrees or offers to give, to any member or creditor of a company any valuable consideration with a view to obtaining the person's own appointment or nomination, or to obtaining...
- Section 462 - Liquidator's functions: voluntary liquidation
(1) This section has effect if a company is in voluntary liquidation, but subject to section 463 (liquidator's functions, creditors' voluntary liquidation) in the case of a creditor's voluntary...
- Section 463 - Liquidator's functions: creditors' voluntary liquidation
(1) If, in the case of a creditors' voluntary liquidation, a liquidator has been nominated by the company, the powers conferred on the liquidator by section 462 may not be exercised, except with...
- Section 464 - Liquidator's functions: liquidation by the Court
(1) If a company is being liquidated by the Court, the liquidator may—
(a) with the approval of the Court or the liquidation committee (if there is one), exercise any of the powers specified in Parts...
- Section 465 - Liquidator's functions: supplementary powers
(1) If a company is being liquidated by the Court, the liquidator may convene general meetings of the creditors or contributories for the purpose of ascertaining their wishes.
(2) The liquidator...
- Section 466 - Enforcement of liquidator's duties to lodge, deliver and make returns, accounts and other documents
(1) If a liquidator has—
(a) in lodging, delivering or making a return, account or other document—
(i) failed to prepare, make or lodge a return, account or other document as required by a...
- Section 467 - Circumstances in which liquidator may be removed from office in the case of a voluntary liquidation
(1) This section applies to the removal from office and vacation of office of the liquidator of a company that is in voluntary liquidation.
(2) Subject to subsection (2), a liquidator may be removed...
- Section 468 - Liquidator may be removed only by the Court or by general meeting of creditors in the case of company being liquidated by the Court
(1) This section applies with respect to the removal from office and vacation of office of—
(a) the liquidator of a company that being liquidated by the Court; or (b) a provisional liquidator.
(2) A...
- Section 469 - Release of liquidator in the case of company liquidated voluntarily
(1) This section applies with respect to the release of the liquidator of a company that is in voluntary liquidation.
(2) A person who has ceased to be a liquidator is entitled to be released from...
- Section 470 - Release of liquidator in the case of company liquidated by the Court
(1) This section applies with respect to the release of the liquidator of a company that is in liquidation by the Court, or of a provisional liquidator.
(2) On ceasing to be liquidator and being...
- Section 471 - Preferential debts (general provision)
(1) The liquidator of a company that is in liquidation shall distribute the assets of the company available for the payment of creditors in accordance with the Second Schedule.
(2) Subsection (1) is...
- Section 472 - Preferential charge on property of company distrained within three months before making of liquidation order
(1) This section applies to a company that is being liquidated by the Court.
(2) If a person (whether or not a landlord or person entitled to rent) has distrained on the property of the company...
- Section 473 - Expenses of liquidation to have priority over claims under floating charge
(1) The expenses of liquidating a company, so far as the assets of the company available for payment of general creditors are insufficient to meet those expenses, have priority over any claims to...
- Section 474 - Share of assets to be made available for unsecured creditors where floating charge relates to company's property
(1) This section applies to a company in respect of which a floating charge relates to its property—
(a) if the company is in liquidation or under administration; or (b) if a provisional liquidator...
- Section 475 - Power of the Court to appoint special manager of company's business or property when company is in liquidation or provisional liquidator appointed
(1) If a company is in liquidation or a provisional liquidator is appointed in respect of the company, the Court may, on an application made under subsection (2), appoint a person to be the special...
- Section 476 - Power of liquidator to disclaim onerous property
(1) The liquidator may, by the giving such notice as is prescribed by the insolvency regulations, disclaim any onerous property and may do so even if the liquidator has taken control of it, tries to...
- Section 477 - Special provisions relating to disclaimer of leaseholds
(1) The disclaimer under section 476 of any property comprising a leasehold interest does not take effect unless a copy of the disclaimer has been served on every person claiming under the company as...
- Section 478 - Effect of disclaimer in relation to land subject to rentcharge
(1) If, as a result of the disclaimer under section 476 of land subject to a rentcharge, the land vests by operation of law in a person, the person is not subject to any liability in respect of...
- Section 479 - General powers of the Court in respect of disclaimed property
(1) This section and section 480 apply to property that the liquidator has disclaimed in accordance with section 476.
(2) An application to the Court for an order under subsection (3) may be made...
- Section 480 - Powers of the Court in respect of leaseholds held by company in liquidation
(1) The Court may not make an order under section 479 vesting a leasehold interest in a person claiming under the company as underlessee or mortgagee except on terms making the person—
(a) subject to...
- Section 481 - Creditor not entitled to retain benefit of execution or attachment against liquidator unless creditor completes execution or attachment before commencement of liquidation
(1) If—
(a) a creditor—
(i) has issued execution against the goods or land of a company; or
(ii) has attached any debt due to it; and
(b) the company is subsequently liquidated, the creditor is...
- Section 482 - Duties of judicial enforcement officers charged with execution of writs and other processes involving companies in liquidation
(1) This section applies if—
(a) a company's goods are taken in execution; and
(b) before their sale or the completion of the execution (whether by the receipt or recovery of the full amount of the...
- Section 483 - Power of the Court to rescind contracts entered into by company in liquidation
(1) A person who is, as against the liquidator, entitled to the benefit or subject to the burden of a contract made with the company, may make an application for an order under subsection (2).
(2) On...
- Section 484 - Power of liquidator to transfer assets of company to its employees
(1) On the liquidation of a company (whether by the Court or voluntarily), the liquidator may, in accordance with this section, make any payment that the company has, before the commencement of the...
- Section 485 - Company in liquidation required to state that it is in liquidation in all invoices, letters and other communications
(1) A company that is in liquidation shall ensure that the following documents state that the company is in liquidation:
(a) every invoice, order for goods or services, business letter or order form...