- Section 253 of The Companies Act No. 17 of 2015: Offence to fail to keep register of secretaries
(1) If a public company fails to comply with a requirement of section 250 or 251,the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding two hundred thousand shillings.
(2) If, after a company or any of its officers...
- Section 254 of The Companies Act No. 17 of 2015: Acts done by person in dual capacity
A provision requiring or authorising a thing to be done by or to a director and the secretary of a public company is not satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.
- Section 255 of The Companies Act No. 17 of 2015: Requirements for passing company resolutions
(1) A resolution of the members, or of a class of members of a private companymay be passed either—
(a) as a written resolution; or
(b) at a meeting of the members.
(2) A resolution of the members or of a class of members of a public company may be passed only at a meeting of the members.
- Section 256 of The Companies Act No. 17 of 2015: Requirements for passing an ordinary resolution of a company
(1) A resolution is an ordinary resolution of the members (or of a class ofmembers) of a company if it is passed by a simple majority.
(2) A written resolution is passed by a simple majority if it is passed by membersrepresenting a simple majority of the total voting rights of eligible...
- Section 257 of The Companies Act No. 17 of 2015: Requirements for the passing of special resolution
(1) A resolution is a special resolution of the members (or of a class of members) of a company if it passed by a majority of not less than seventy-five percent.
(2) A written resolution is passed by a majority of not less than seventy-five percent if it is passed by members representing not less...
- Section 258 of The Companies Act No. 17 of 2015: General rules for voting on company resolutions
(1) When a vote on a written resolution put to the members of a company is taken, then—
(a) if the company has a share capital — each member has one vote for each share, or each one hundred shillings of stock, held by the member; and
(b) if the company does not have a share capital — each member...
- Section 259 of The Companies Act No. 17 of 2015: Specific requirements for voting on company resolutions
(1) If a member entitled to vote on a resolution has appointed one proxy only,and the company’s articles provide that the proxy has fewer votes in a vote on a resolution on a show of hands taken at a meeting than the member would have if the member were present in person—
(a) the provision of the...
- Section 260 of The Companies Act No. 17 of 2015: Votes of joint holders of shares
(1) If two or more persons hold a share jointly, only the vote of the senior holderwho votes and any proxies duly authorised by that holder are eligible for counting by the company.
(2) For the purposes of this section, the senior holder of a share is determinedby the order in which the names of...
- Section 261 of The Companies Act No. 17 of 2015: Effect of provision in company’s articles as to admissibility of votes
If a person who was not entitled to vote on a resolution of a company purports to vote on the resolution and the company's articles provide that objections to the entitlement of the person to vote are to be determined in accordance with a procedure specified in those articles, the person's vote is...
- Section 262 of The Companies Act No. 17 of 2015: Written resolutions of private companies
(1) For the purpose of this Division, a resolution is a written resolution of aprivate company if it is proposed and passed by the company in accordance with this Division.
(2) The following may not be passed as a written resolution—
(a) a resolution under section 139 removing a director from...
- Section 263 of The Companies Act No. 17 of 2015: Who is entitled to vote on a written resolution
(1) In relation to a resolution proposed as a written resolution of a privatecompany, the eligible members are the members who would have been entitled to vote on the resolution on the circulation date of the resolution.
(2) If the persons entitled to vote on a written resolution change during the...
- Section 264 of The Companies Act No. 17 of 2015: Circulation date for written resolutions
A reference in this Part to the circulation date of a written resolution is to the date on which copies of the written resolution are sent or delivered to members or, if copies are sent or delivered to members on different days, to the first of those days.
- Section 265 of The Companies Act No. 17 of 2015: Circulation of written resolutions proposed by directors
(1) This section applies to a resolution proposed as a written resolution by the directors of the company.
(2) The company shall send or deliver a copy of a written resolution of the directors of the company to every eligible member—
(a) by sending copies at the same time, so far as it is...
- Section 266 of The Companies Act No. 17 of 2015: Right of members to require circulation of written resolution
(1) The members of a private company may require the company to circulate a resolution that may properly be moved and is proposed to be moved as a written resolution.
(2) A resolution may properly be moved as a written resolution unless—
(a) it would, if passed, be void (whether because of...
- Section 267 of The Companies Act No. 17 of 2015: Circulation of written resolution proposed by members
(1) A company that is required under section 266 to circulate a resolution shall, subject to section 268, or an application not to circulate a members' statement, send to every eligible member of the company—
(a) a copy of the resolution; and
(b) a copy of any accompanying statement.
(2) The...
- Section 268 of The Companies Act No. 17 of 2015: Requisitioning members to meet expenses of circulation
(1) The members who requested the circulation of the resolution shall meet the cost of circulating the resolution unless the company otherwise resolves.
(2) Unless the company has previously so resolved, it is not bound to comply with section 267 unless there is deposited with or tendered to the...
- Section 269 of The Companies Act No. 17 of 2015: Application not to circulate members’ statement
(1) A company is not required to circulate a members’ statement under section268 if, on an application by the company or another person who claims to be dissatisfied, the Court is satisfied that the rights conferred by section 266 and that section are being abused.
(2) The Court may order the...
- Section 270 of The Companies Act No. 17 of 2015: Procedure for signifying agreement to written resolution
(1) A member signifies agreement to a proposed written resolution when the company receives from that member, or from someone acting on the members’ behalf, an authenticated document—
(a) identifying the resolution to which the agreement or the document relates; and
(b) indicating agreement to the...
- Section 271 of The Companies Act No. 17 of 2015: Deadline for agreeing to written resolution
(1) A proposed written resolution lapses if it is not passed before—(a) the deadline specified for this purpose in the company's articles; or
(b) if no deadline is specified the expiry of twenty eight days from and including the circulation date.
(2) The agreement of a member to a written...
- Section 272 of The Companies Act No. 17 of 2015: Sending documents relating to written resolutions by electronic means
If a company has given an electronic address in a document containing, or enclosed with or attached to, a proposed written resolution, any document or information relating to that resolution may be validly sent by electronic means to that address, subject to any conditions or limitations specified...
- Section 273 of The Companies Act No. 17 of 2015: Publication of written resolution on website
If a company sends to a person by means of a website—
(a) a written resolution; or
(b) a statement relating to a written resolution, the resolution or statement is not validly sent unless the resolution is available on the website throughout the period from and including the circulation date and...
- Section 274 of The Companies Act No. 17 of 2015: Relationship between this Division and provisions of company's articles
A provision of the articles of a private company is void to the extent that it would have the effect that a resolution that is required by or otherwise provided for in an enactment could not be proposed and passed as a written resolution.
- Section 275 of The Companies Act No. 17 of 2015: Resolutions at general meetings
A resolution of members of a company is validly passed at a general meeting if—
(a) notice of the meeting and of the resolution is given; and
(b) the meeting is held and conducted, in accordance with this Act and the company's articles.
- Section 275A of The Companies Act No. 17 of 2015: Annual general meeting
(2) Every company shall convene a general meeting once a year.
(3) Subsection (1) does not apply to single member companies.
(4) The Registrar may, on the application of the company or for any other reasonthe Registrar thinks fit, extend the period referred to in subsection (1) even if, as a...
- Section 276 of The Companies Act No. 17 of 2015: Power of directors to convene general meetings
The directors of a company may convene a general meeting of the company.
- Section 277 of The Companies Act No. 17 of 2015: Right of members to require directors to convene general meeting
(1) The members of a company may require the directors to convene a general meeting of the company.
(2) The directors are required to convene a general meeting as soon as practicable after the company has received requests to do so from—
(a) members representing at least the required percentage of...
- Section 278 of The Companies Act No. 17 of 2015: Directors’ duty to convene general meeting required by members
(1) If requested to convene a general meeting of the company, the directorsshall —
(a) do so within twenty-one days from the date on which request was made; and
(b) hold the meeting on a date not more than twenty eight days after the date of the notice convening the meeting.
(2) If such a request...
- Section 279 of The Companies Act No. 17 of 2015: Power of members to convene general meeting at the expense of the company
(1) If, after having been required to convene a general meeting under section277, the directors fail to do as required by section 278, the members who requested the meeting, or any of them representing more than one half of the total voting rights of all them, may convene a general meeting.
(2) If...
- Section 280 of The Companies Act No. 17 of 2015: Power of Court to order general meeting to be convened
(1) This section applies if for any reason it is impracticable—
(a) to convene a meeting of a company in any manner in which meetings of that company may be convened; or
(b) to conduct the meeting in the manner required by the articles of the company or this Act.
(2) The Court may, either on its...
- Section 281 of The Companies Act No. 17 of 2015: Amount of notice to be given for general meetings
(1) In convening a general meeting (other than an adjourned meeting), a private company shall give a least twenty-one days’ notice.
(2) In convening a general meeting, a public company shall give—
(a) in the case of its annual general meeting—at least twenty-one days' notice to members; or
(b) in...