- Section 764 of The Companies Act No. 17 of 2015: Liability limitation agreements
(1) For the purposes of this Division, an agreement is a liability limitationagreement if it purports to limit the extent of a liability owed to a company by its auditor in respect of any negligence, default, breach of duty or breach of trust, occurring in the course of auditing financial...
- Section 765 of The Companies Act No. 17 of 2015: Terms of liability limitation agreement
(1) A liability limitation agreement is not effective if it—
(a) purports to apply in respect of acts or omissions occurring in the course of the audit of financial statements for more than one financial year; and
(b) does not specify the financial year in relation to which it relates.
(2) The...
- Section 766 of The Companies Act No. 17 of 2015: Authorisation of agreement by members of the company
(1) A liability limitation agreement is authorised by the members of the company only if it has been authorised under this section and that authorisation has not been withdrawn.
(2) A private company may authorise a liability limitation agreement between it and its auditor—
(a) before the company...
- Section 767 of The Companies Act No. 17 of 2015: Effect of liability limitation agreement
(1) A liability limitation agreement is not effective to limit the auditor’s liability toless than such amount as is fair and reasonable having regard to—
(a) the auditor's responsibilities under this Part;
(b) the nature and purpose of the auditor's contractual obligations to the company;...
- Section 768 of The Companies Act No. 17 of 2015: Company to disclose liability limitation agreement
(1) A company that has entered into a limited liability agreement shall disclosedetails of the agreement—
(a) in the case of a company that prepares an individual financial statement—in notes to the statement;
(b) in the case of a company that prepares a group financial statement —in a manner...
- Section 769 of The Companies Act No. 17 of 2015: Quoted Companies: audit committee
(1) The directors of a quoted company shall ensure that the company has anaudit committee appointed by the shareholders of a size and capability appropriate for the business conducted by the company.
(2) If a quoted company is a subsidiary of another quoted company, the otherquoted company may...
- Section 770 of The Companies Act No. 17 of 2015: Quoted companies: corporate governance
(1) The audit committee of a quoted company shall—
(a) set out the corporate governance principles that are appropriate for the nature and scope of the company's business;
(b) establish policies and strategies for achieving them; and
(c) annually assess the extent to which the company has...
- Section 771 of The Companies Act No. 17 of 2015: Purpose of Part XXVIII
The purpose of this Part is to ensure—
(a) persons who are properly supervised and appropriately qualified are appointed as statutory auditors; and
(b) that audits by persons so appointed are carried out properly, with integrity and with a proper degree of independence.
- Section 772 of The Companies Act No. 17 of 2015: Eligibility for appointment as a statutory auditor
A natural person or firm is eligible for appointment as an auditor only if the person, or each partners of the firm—
(a) is the holder of a practicing certificate issued under section 21 of the Accountants Act (No. 15 of 2008); and
(b) has a valid annual license issued under section 22 of the...
- Section 773 of The Companies Act No. 17 of 2015: Ineligible person prohibited from acting as a statutory auditor
(1) A person shall not act as a statutory auditor of a company, or of a body of a kind prescribed by the regulations for the purposes of this section, unless the person is eligible for appointment as such.
(2) A statutory auditor who, at any time during the auditor's term of office, becomes...
- Section 774 of The Companies Act No. 17 of 2015: Statutory auditor to be independent
(1) A person may not act as statutory auditor of an audited company if the person is—
(a) an officer or employee of the audited company;
(b) a partner or employee of the audited company, or a partnership of which such a person is a partner;
(c) an officer or employee of an associated undertaking...
- Section 775 of The Companies Act No. 17 of 2015: Effect of lack of independence of statutory auditor
(1) If, at any time during the statutory auditor’s term of office, the auditor becomes prohibited from acting as such by section 774(1), the auditor shall immediately—
(a) resign from office; and
(b) give notice to the audited person that the auditor has resigned because of lack of...
- Section 776 of The Companies Act No. 17 of 2015: Effect of appointment of a partnership as statutory auditor
(1) If a partnership is appointed as statutory auditor of an audited person, the appointment is, unless a contrary intention appears, an appointment of the partnership as such and not of the partners.
(2) If the partnership ceases, the appointment is to be treated as extending to—
(a) any...
- Section 777 of The Companies Act No. 17 of 2015: Appropriate qualifications for appointment as a statutory auditor
A person holds an appropriate qualification for the purposes of this Part if the person holds a practising certificate issued under section 21 of the Accountants Act (No. 15 of 2008).
- Section 778 of The Companies Act No. 17 of 2015: Power of Cabinet Secretary to recognise qualifications of foreign auditors for purposes of this Act
(1) The Cabinet Secretary may, on the recommendation of the Institute of Certified Public Accountants of Kenya, by notice published in the Gazette, declare that persons of the following classes are to be recognised as being holders of an approved foreign qualification for the purposes of this...
- Section 779 of The Companies Act No. 17 of 2015: Cabinet Secretary’s power to require eligible person to provide certain information
(1) The Cabinet Secretary may, by notice, require a person eligible forappointment as a statutory auditor to provide such information as that Secretary may reasonably require for the purposes of this Part.
(2) The Cabinet Secretary may require information given under this section tobe provided in a...
- Section 780 of The Companies Act No. 17 of 2015: Application to Court by company member for order under section 796
(1) A member of a company may apply to the Court by application for an order under section 782 on the ground—
(a) that the company's affairs are being or have been conducted in a manner that is oppressive or is unfairly prejudicial to the interests of members generally or of some part of its...
- Section 781 of The Companies Act No. 17 of 2015: Application to Court by Attorney General for order under section 783
(1) This section applies to a company in respect of which—
(a) the Attorney General has received an inspector's report under Part XXX;
(b) the Attorney General has exercised the powers under section 1000 or 1001;
(c) the Capital Markets Authority or an officer authorised by it has exercised a...
- Section 782 of The Companies Act No. 17 of 2015: Power of Court to make orders for protection of members against oppressive conduct and unfair prejudice
(1) If, on the hearing of an application made in relation to a company undersection 780 or 781, the Court finds the grounds on which the application is made to be substantiated, it may make such orders in respect of the company as it considers appropriate for giving relief in respect of the matters...
- Section 783 of The Companies Act No. 17 of 2015: Copy of order affecting company’s constitution to be lodged with Registrar
(1) If an order of the Court made under section 782—
(a) alters the company's constitution; or
(b) authorises or directs the company to make any, or any specified, alterations to its constitution, the company shall, within fourteen days after the making of the order or such extended period as the...
- Section 784 of The Companies Act No. 17 of 2015: Supplementary provisions applicable if company’s constitution altered
(1) This section applies to an order made by the Court under section 782 that alters a company’s constitution.
(2) If the order amends—(a) a company's articles; or
(b) any resolution or agreement to which the provisions of Part III relating to resolutions or agreements affecting a company's...
- Section 785 of The Companies Act No. 17 of 2015: Interpretation: Part XXX
(1) In this Part—
(a) a reference to an officer or agent includes a former officer or agent;
(b) "agent", in relation to a company or other body corporate, includes a banker or advocate of the company or other body corporate, and any person employed by the company or other body corporate as an...
- Section 786 of The Companies Act No. 17 of 2015: Investigation of company’s affairs on application of members
(1) The Court may appoint one or more competent inspectors to investigatethe affairs of a company and to report on those affairs in such manner as the Court directs—
(a) in the case of a company having a share capital — on the application either of—
(i) not fewer than two hundred members;...
- Section 787 of The Companies Act No. 17 of 2015: Investigation of company's affairs in other cases
(1) The Court shall appoint one or more competent inspectors to investigate the affairs of a company and to report on those affairs in such manner as the Court directs if the company by special resolution declares that its affairs ought to be investigated by an inspector appointed by the...
- Section 788 of The Companies Act No. 17 of 2015: Power of inspectors to carry investigation into affairs of related companies
An inspector appointed to investigate the affairs of a company may also investigate the affairs of another body corporate that is related to the company if the inspector considers that the results of the investigation are or could be relevant to the investigation of the affairs of the company.
- Section 789 of The Companies Act No. 17 of 2015: General powers of Court to give directions to inspector
(1) In conducting an investigation under this Division, an inspector shall comply with any direction given by the Court under this section.
(2) The Court may give an inspector appointed under section 786 or 787 a direction—
(a) about the subject matter of the investigation (whether by reference to...
- Section 790 of The Companies Act No. 17 of 2015: Power of Court to direct conduct of investigation under this Division to be terminated
(1) The Court may direct an inspector appointed under section 786 and 787(1) to take no further action in conducting the investigation if—
(a) matters have come to light in the course of the inspector's investigation that suggest that a criminal offence has been committed; and
(b) those matters...
- Section 791 of The Companies Act No. 17 of 2015: Resignation and revocation of appointment of inspector appointed by the Court
(1) An inspector appointed under section 786 or 787 may resign by notice givento the Court.
(2) The Court may revoke the appointment of an inspector by notice given to the inspector.
- Section 792 of The Companies Act No. 17 of 2015: Power of Court to appoint replacement inspector
(1) If an inspector appointed by the Court to conduct an investigation resigns ordies, or the inspector’s appointment is revoked by the Court, the Court may appoint an inspector to continue the investigation.
(2) An appointment under subsection (1) is, for the purposes of this Division(this section...
- Section 793 of The Companies Act No. 17 of 2015: Production of documents and evidence to inspector appointed by the Court
(1) Every officer and agent of a company in relation to which an inspector has been appointed under section 786 or 787 and, if the investigation extends to a body corporate related to the company, every officer and agent of the body corporate, shall—
(a) produce to the inspector all documents of or...