- Section 944 of The Companies Act No. 17 of 2015: Circumstances in which certain particulars and reports not required in relation to merger
(1) This section applies to a merger by absorption if all of the relevant securities of the transferor company, or if there is more than one transferor company, of each of them, are held by or on behalf of the transferee company.
(2) The draft terms of the scheme need not give the particulars...
- Section 945 of The Companies Act No. 17 of 2015: Circumstances in which meeting of members of transferee company not required for merger
(1) This section applies to a merger by absorption if ninety percent or more (but not all) of the relevant securities of the transferor company, or, if there is more than one transferor company, of each of them, are held by or on behalf of the transferee company.
(2) The scheme need not be approved...
- Section 946 of The Companies Act No. 17 of 2015: Circumstances in which meeting of members of transferee company not required in relation to merger
(1) This section applies to a merger by absorption if all of the relevant securities of—
(a) the transferor company; or
(b) if there is more than one transferor company—of each of them, are held by or on behalf of the transferee company.
(2) The scheme need not be approved at a meeting of the...
- Section 947 of The Companies Act No. 17 of 2015: Other circumstances in which meeting of members of transferee company not required in relation to merger
(1) In the case of a merger by absorption, the scheme need not be approved by the members of the transferee company if the Court, on the application of the transferee company or of any of its members, makes an order declaring that it is satisfied that the three conditions specified in subsection (2)...
- Section 948 of The Companies Act No. 17 of 2015: Introductory: companies and involvement of companies in division
A scheme involves a division if, under the scheme, the undertaking, property and liabilities of the company in respect of which a compromise or arrangement is proposed are to be divided among, and transferred to, two or more companies each of which is either—
(a) an existing public company;...
- Section 949 of The Companies Act No. 17 of 2015: Draft terms of scheme to be prepared and adopted in relation to division
(1) The directors of each company involved in a division shall prepare and adopt a draft of the proposed terms of the scheme.
(2) The directors shall include in the draft terms particulars of at least the following matters:
(a) in respect of the transferor company and each transferee...
- Section 950 of The Companies Act No. 17 of 2015: Draft terms relating to division to be published
(1) The directors of each company involved in the division shall lodge a copyof the draft terms with the Registrar for registration.
(2) As soon as practicable after receiving from the company a copy of the draft terms (and in any case not later than one month before the date of the meeting of the...
- Section 951 of The Companies Act No. 17 of 2015: Approval of members of companies involved in division
(1) The compromise or arrangement is not effective unless it is approved by a majority in number, representing seventy-five percent in value, of each class of members of each of the companies involved in the division, present and voting either in person or by proxy at a meeting.
(2) This section is...
- Section 952 of The Companies Act No. 17 of 2015: Directors to prepare explanatory report in relation to division
(1) The directors of the transferor company and each existing transferee company shall prepare and adopt a report that complies with subsection (2).
(2) A report complies with this subsection if it includes—
(a) the statement required by section 924;
(b) insofar as that statement does not deal...
- Section 953 of The Companies Act No. 17 of 2015: Expert’s report to be prepared for each company involved in division
(1) The companies involved in a division may jointly appoint an expert to prepare on behalf of those companies a single written report on the draft terms for presentation to the members of each of those companies.
(2) If the companies involved in the division cannot agree on the appointment of an...
- Section 954 of The Companies Act No. 17 of 2015: Supplementary financial statement to be prepared in relation to divisionin certain cases
(1) If the last annual financial statement of a company involved in the division relate to a financial year ending more than seven months before the first meeting of the company convened for the purposes of approving the scheme, the directors of the company shall prepare a supplementary financial...
- Section 955 of The Companies Act No. 17 of 2015: Members of companies involved in division entitled to inspect certain documents
(1) The members of each company involved in the division are, during the relevant period, entitled—
(a) to inspect at the registered office of that company copies of the relevant documents relating to that company and every other company involved in the division; and
(b) on request, to obtain...
- Section 956 of The Companies Act No. 17 of 2015: Report on material changes of assets of transferor company involved in division
(1) The directors of the transferor company shall report—
(a) to every meeting of the members, or a specified class of members, of that company convened for the purpose of agreeing to the scheme; and
(b) to the directors of each existing transferee company, any material changes in the property and...
- Section 957 of The Companies Act No. 17 of 2015: Articles of transferee company involved in division to be approved by transferor company
The articles of a new transferee company do not have effect unless they, or a draft of them, have been approved by an ordinary resolution of the transferor company.
- Section 958 of The Companies Act No. 17 of 2015: Protection of holders of securities to which special rights attached(division)
(1) This section applies to securities of the transferor company (other than shares) to which special rights are attached.
(2) If a person holds securities to which this section applies otherwise than as a member or creditor of the company, the scheme is invalid to the extent that it does not...
- Section 959 of The Companies Act No. 17 of 2015: Allotment of shares to transferor company (or its nominee) prohibited
A scheme is void to the extent that it provides for shares in a transferee company to be allotted to the transferor company (or its nominee) in respect of shares in the transferor company held by it (or its nominee).
- Section 960 of The Companies Act No. 17 of 2015: Circumstances in which meeting of members of transferor company involved in division is not required
(1) This section applies to a division in respect of which all of the shares or other securities of the transferor company conferring the right to vote at general meetings of the company are held by or on behalf of one or more existing transferee companies.
(2) The transferor company or a...
- Section 961 of The Companies Act No. 17 of 2015: Other exceptions: circumstances in which meeting of members of transferee company not required in relation to division
(1) In the case of a division, the scheme does not need to be approved by the members of a transferee company if the Court, on the application of the company or any of its members, makes an order declaring that it is satisfied that the three conditions specified in subsection (2) to (4) have been...
- Section 962 of The Companies Act No. 17 of 2015: Members of companies involved in division can agree to dispense with reports, etc
(1) If all members holding shares in, and all persons holding other securities of,the companies involved in the division (being shares or securities that confer a right to vote in general meetings of the company concerned) so agree, the requirements specified in subsection (2) do not apply.
(2) The...
- Section 963 of The Companies Act No. 17 of 2015: Power of the Court to exclude certain requirements in the case of division
(1) In the case of a division, the Court may, by order, direct that—
(a) in relation to any company involved in the division, the requirements of sections 950 and 955 do not apply; and
(b) in relation to an existing transferee company section 961 has effect with the omission of the first and...
- Section 964 of The Companies Act No. 17 of 2015: Experts’s report: valuation by another person
(1) If it appears to an expert that—
(a) a valuation is reasonably necessary to enable the expert’s report to be prepared; and
(b) that it is reasonable for such a valuation, or part of it, to be made by (or for the expert to accept a valuation made by) another person who—
(i) appears to the...
- Section 965 of The Companies Act No. 17 of 2015: Experts and valuers: independence requirement
(1) A person satisfies the independence requirement for the purposes of section938, 953 or 964 only if—
(a) the person is not—
(i) an officer or employee of any of the companies involved in the scheme; or
(ii) a partner or employee of such a person; or a partnership of which such a person is a...
- Section 966 of The Companies Act No. 17 of 2015: Power of the Court to convene meeting of members or creditors of existing transferee company
(1) The Court may order a meeting of—
(a) the members of an existing transferee company, or a specified class of them; or
(b) the creditors of an existing transferee company, or a specified class of them,
to be convened in such manner as the Court directs. (2) An application for such an order...
- Section 967 of The Companies Act No. 17 of 2015: Court to fix date for transfer of undertaking etc of transferor company
(1) If the Court sanctions the compromise or arrangement, it shall—(a) in the order sanctioning the compromise or arrangement; or
(b) in a subsequent order made under section 927, fix a date on which the transfer or transfers to the transferee company or transferee companies of the undertaking,...
- Section 968 of The Companies Act No. 17 of 2015: Liability of transferee companies for each other’s defaults
(1) In the case of a division, each transferee company is jointly and severally liable for any liability transferred to any other transferee company under the scheme to the extent that the other company has failed to satisfy that liability. This subsection is subject to subsections (2) and...
- Section 973 of The Companies Act No. 17 of 2015: Interpretation: Part XXXVII
In this Part—
“officer", in relation to a registered foreign company, includes a local representative of the company;
“prescribed” means prescribed by the foreign companies regulations;
“registered foreign company” means a foreign company registered in accordance with this Part.
- Section 974 of The Companies Act No. 17 of 2015: When foreign company may carry on business in Kenya.
(1) A foreign company shall not carry on business in Kenya unless—
(a) it is registered under this Part; or
(b) it has applied to be so registered and the application has not been dealt with within the period prescribed for the purposes of this section.
(2) For the purposes of subsection (1),...
- Section 975 of The Companies Act No. 17 of 2015: Application for registration of foreign companies
(1) Subject to this Part, a foreign company that wishes to be registered as a foreign company shall lodge with the Registrar an application that is in accordance with this Division.
(2) The Registrar shall approve the application for registration and register the company by entering its name and...
- Section 976 of The Companies Act No. 17 of 2015: Requirements with respect to names of foreign companies
(1) In its application under section 975, a foreign company shall include particulars of the name under which it seeks to carry on business in Kenya.
(2) The name of such a company can be—
(a) the name of the company name under the law of the country or territory in which it is incorporated;...
- Section 977 of The Companies Act No. 17 of 2015: Foreign company can be registered under alternative name under which it will carry on business in Kenya
(1) A foreign company that wishes to be registered under this Part may, at any time, lodge with the Registrar for registration a statement specifying a name, other than its corporate name, under which it proposes to carry on business in Kenya.
(2) A foreign company that has registered an...