- Section 133 of The Companies Act No. 17 of 2015: Validity of acts of directors
(1) The acts of a director are valid even if it is later discovered that—
(a) the appointment of the director was defective; or
(b) the director—
(i) was disqualified from holding office;
(ii) had ceased to hold office; or
(iii) was not entitled to vote on the relevant matter.
(2) The acts of...
- Section 134 of The Companies Act No. 17 of 2015: Company to keep register of directors
(1) Every company shall keep a register of its directors.
(2) A company shall ensure that its register of directors complies with sections135 and 136.
(3) A company shall keep its register of directors open for inspection at its registered office or at some other place prescribed or authorised by...
- Section 135 of The Companies Act No. 17 of 2015: Particulars of directors to be registered: natural persons
(1) A company's register of directors is required to contain the following particulars in respect of a director who is a natural person—
(a) the person's name and any former name;
(b) a service address;
(c) the country or state (or part of Kenya) in which the person is usually resident;
(d) the...
- Section 136 of The Companies Act No. 17 of 2015: Particulars of directors to be registered: corporate directors
If a director of a company is a body corporate, a company’s register of directors is required to contain the following particulars in respect of the body—
(a) the body's corporate name;
(b) the registered or principal office of the body; (c) particulars of—
(i) the legal form of the body and the...
- Section 137 of The Companies Act No. 17 of 2015: Company to keep register of directors’ residential addresses
(1) Every company shall keep a register of directors' residential addresses that contains the usual residential address of each of the company's directors.
(2) If a director's usual residential address is the same as the director's service address (as stated in the company's register of directors),...
- Section 138 of The Companies Act No. 17 of 2015: Duty of company to notify Registrar of changes of directors and directors’ addresses
(1) Within fourteen days after—
(a) a person is appointed or ceases to hold appointment as a director of a company; or
(b) any change occurs in the particulars contained in a company's register of directors or its register of directors' residential addresses, the company shall give notice to the...
- Section 139 of The Companies Act No. 17 of 2015: Resolution to remove directors from office
(1) A company may, by ordinary resolution at a meeting, remove a director before the end of the director's period of office, despite anything to the contrary in any agreement between the company and the director.
(2) However, a special notice is required for a resolution to remove a director under...
- Section 140 of The Companies Act No. 17 of 2015: Scope and nature of general duties
(1) The general duties specified in this Division are owed by a director of a company to the company.
(2) A person who ceases to be a director continues to be subject to—
(a) the duty in section 146 with respect to the exploitation of any property, information or opportunity of which the person...
- Section 141 of The Companies Act No. 17 of 2015: Director’s right to protest against removal
(1) On receipt of notice of a motion for a resolution to remove a director undersection 139, the company shall send a copy of the notice to the director concerned.
(2) The director, whether or not a member of the company may be heard on the discussion of the motion at the meeting.
(3) Subsection...
- Section 142 of The Companies Act No. 17 of 2015: Duty of director to act within powers
A director of a company shall—
(a) act in accordance with the constitution of the company; and
(b) only exercise powers for the purposes for which they are conferred.
- Section 143 of The Companies Act No. 17 of 2015: Duty of director to promote the success of the company
(1) A director of a company shall act in the way in which the director considers, in good faith, would promote the success of the company for the benefit of its members as a whole, and in so doing the director shall have regard to— (a) the long term consequences of any decision of the...
- Section 144 of The Companies Act No. 17 of 2015: Duty of director to exercise independent judgement
(1) A director of a company shall exercise independent judgment.
(2) The duty under subsection (1) is not infringed by the director acting—
(a) in accordance with an agreement duly entered into by the company that restricts the future exercise of discretion by its directors; or (b) in a way...
- Section 145 of The Companies Act No. 17 of 2015: Duty of director to exercise reasonable care, skill and diligence
In performing the functions of a director, a director of a company shall exercise the same care, skill and diligence that would be exercisable by a reasonably diligent person with—
(a) the general knowledge, skill and experience that may reasonably be expected of a person carrying out the functions...
- Section 146 of The Companies Act No. 17 of 2015: Duty of director to avoid conflicts of interest
(1) A director of a company shall avoid a situation in which the director has, or can have, a direct or indirect interest that conflicts, or may conflict, with the interests of the company.
(2) Subsection (1) applies in particular to the exploitation of—
(a) any property;
(b) confidential...
- Section 147 of The Companies Act No. 17 of 2015: Duty not to accept benefits from third parties
(1) A person who is a director of a company shall not accept a benefit from a third party if the benefit attributable—
(a) to the fact that the person is a director of the company; or (b) to any act or omission of the person as a director.
(2) Benefits received by a director from a person by whom...
- Section 148 of The Companies Act No. 17 of 2015: Civil consequences of breach of general duties
(1) The consequences of breach (or threatened breach) of the general duties ofdirectors set out in this Division are the same as would apply if the corresponding common law rule or equitable principle applied.
(2) Those duties (with the exception of the duty set out in section 145) are enforceable...
- Section 149 of The Companies Act No. 17 of 2015: Cases within more than one of the general duties
Except as otherwise provided, more than one of the general duties may apply to a director in any given case.
- Section 150 of The Companies Act No. 17 of 2015: Consent, approval or authorisation by members
(1) If—
(a) section 146 is complied with by authorisation by the directors; or
(b) section 151 is complied with, the transaction or arrangement is not liable to be set aside because of any common law rule or equitable principle requiring the consent or approval of the members of the...
- Section 151 of The Companies Act No. 17 of 2015: Duty to declare interest in proposed or existing transaction or arrangement
(1) If a director of a company is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, or in a transaction or arrangement that the company has already entered into, the director shall declare the nature, and extent of that interest—
(a) to the...
- Section 152 of The Companies Act No. 17 of 2015: Director to make declaration by notice in writing
(1) A director who is required to make a declaration of interest shall give a notice to the other directors.
(2) The director may give the notice in hard copy form or, if the recipient has agreed to receive it in electronic form, in an agreed electronic form.
(3) A notice required by subsection...
- Section 153 of The Companies Act No. 17 of 2015: General notice to be regarded as sufficient declaration
(1) A general notice given in accordance with this section is a sufficient declaration of interest in relation to the matters to which it relates.
(2) A general notice is a notice given to the directors of a company that the director giving the notice—
(a) has an interest as a member, officer,...
- Section 154 of The Companies Act No. 17 of 2015: Declaration of interest in case of company with sole director
(1) If a declaration of interest under section 151 is required of a sole director ofa company that is required to have more than one director— (a) the company shall record the declaration in writing;
(b) the making of the declaration forms part of the proceedings at the next meeting of the...
- Section 155 of The Companies Act No. 17 of 2015: Definition of credit transaction for purposes of Division 5
(1) In this Division, "credit transaction" means a transaction under which one party (a creditor)—
(a) supplies any goods under a hire-purchase agreement, a conditional sale agreement or retention of title agreement;
(b) leases or hires goods in return for periodical payments;
(c) otherwise...
- Section 156 of The Companies Act No. 17 of 2015: Meaning of "quasi-loan" and related expressions
(1) For the purposes of this Division, a quasi-loan is a transaction under whichone party (a creditor)—
(a) agrees to pay, or pays otherwise than in accordance with an agreement, an amount for another person (a borrower); or
(b) agrees to reimburse, or reimburses otherwise than in accordance with...
- Section 157 of The Companies Act No. 17 of 2015: Director’s long-term service contracts: requirement of members’ approval
(1) This section applies to a contract under which the employment of a personas a director of company is guaranteed—
(a) with the company; or
(b) if the person is the director of a holding company — within the group that comprises the company and its subsidiaries,
for a period exceeding, or that...
- Section 158 of The Companies Act No. 17 of 2015: Substantial property transactions: requirement of members’ approval
(1) A company may not enter into an arrangement under which—
(a) a director of the company or of its holding company, or a person connected with such a director, acquires or is to acquire from the company (directly or indirectly) a substantial non-cash asset; or
(b) the company acquires or is to...
- Section 159 of The Companies Act No. 17 of 2015: Exception for transactions with members or other group companies
An approval is not required to be obtained under section 158—
(a) for a transaction between a company and a person as a member of the company; or
(b) for a transaction between—
(i) a holding company and its wholly-owned subsidiary; or
(ii) two wholly-owned subsidiaries of the same holding...
- Section 160 of The Companies Act No. 17 of 2015: Exception in case of company in liquidation or under administration
(1) This section applies to a company—
(a) that is in liquidation, unless the liquidation is a members' voluntary liquidation; or
(b) that is under administration.
(2) An approval is not required to be obtained under section 158—(a) from the members of a company to which this section applies;...
- Section 161 of The Companies Act No. 17 of 2015: Exception for transactions on recognised investment exchange
(1) An approval is not required to be obtained under section 158 for atransaction on an approved securities exchange that is effected by a director, or a person connected with the director, through the agency of a person who, in relation to the transaction, acts as an independent broker.
(2) For...
- Section 162 of The Companies Act No. 17 of 2015: Property transactions: civil consequences of contravening section 159
(1) An arrangement entered into by a company in contravention of section 158 and any transaction entered into in accordance with the arrangement (whether by the company or any other person) is voidable at the instance of the company, unless—
(a) restitution of any money or other asset that was the...