- Section 312 of The Companies Act No. 17 of 2015: Public companies: members’ power to require circulation of resolutions for annual general meeting
(1) The members of a public company may require the company to give to members of the company who are entitled to receive notice of the next annual general meeting a notice of a resolution that is proposed to be moved at that meeting.
(2) A public company is not required to give notice of a...
- Section 313 of The Companies Act No. 17 of 2015: Public companies; company’s duty to circulate members’ resolutions for annual general meetings
(1) A company that is required under section 312 to give notice of a resolutionshall send a copy of the resolution to each member of the company entitled to receive notice of the annual general meeting—
(a) in the same manner as notice of the meeting; and
(b) at the same time as, or as soon as...
- Section 314 of The Companies Act No. 17 of 2015: Public companies; expenses of circulating members’ resolutions for annual general meeting
(1) The members who requested the circulation of the resolution need not paythe expenses of the company in complying with section 313 if requests sufficient to require the company to circulate it are received before the end of the financial year preceding the meeting.
(2) If subsection (1) does not...
- Section 315 of The Companies Act No. 17 of 2015: Results of poll to be made available on website
(1) If a poll is taken at a general meeting of a general meeting of a quotedcompany, the company shall ensure that the following information is made available on a website—
(a) the date of the meeting;
(b) the text of the resolution or a description of the subject matter of the poll;
(c) the...
- Section 316 of The Companies Act No. 17 of 2015: Requirements as to website availability
(1) A quoted company shall make the information referred to in section 315 (1) available on a website that—
(a) is maintained by or on behalf of the company; and (b) identifies the company.
(2) The company shall not make access to the information on the website, and the ability to obtain a hard...
- Section 317 of The Companies Act No. 17 of 2015: Records of resolutions and meetings, etc
(1) Every company shall keep records comprising—
(a) copies of all resolutions of members passed otherwise than at general meetings;
(b) minutes of all proceedings of general meetings; and
(c) details provided to the company in accordance with section 319.
(2) The company shall keep the records...
- Section 318 of The Companies Act No. 17 of 2015: Records as evidence of resolutions, etc
(1) This section applies to the records kept in accordance with section 317.
(2) The record of a resolution passed otherwise than at a general meeting, if purporting to be signed by a director of the company or by the company secretary, is evidence of the passing of the resolution.
(3) If a record...
- Section 319 of The Companies Act No. 17 of 2015: Records of decisions by sole member
(1) This section applies to a company that is limited by shares or by guaranteeand has only one member.
(2) If a company to which this section applies takes a decision that—
(a) can be taken by the company at a general meeting; and
(b) has effect as if agreed by the company at a general meeting,...
- Section 320 of The Companies Act No. 17 of 2015: Inspection of records of resolutions and meetings
(1) This section applies—
(a) to a company that is required to keep records in accordance with section 317; and
(b) to those records.
(2) Except in so far as the regulations otherwise provide, a company to which this section applies shall keep its records available for inspection at its...
- Section 321 of The Companies Act No. 17 of 2015: Records of resolutions and meetings of class of members
This Division applies, with necessary modification, in relation to resolutions and meetings of—
(a) holders of a class of shares; and
(b) in the case of a company without a share capital, a class of members, as it applies in relation to resolutions of members generally and to general meetings.
- Section 322 of The Companies Act No. 17 of 2015: Shares no longer capable of being converted into stock
(1) The shares of a company may not be converted into stock.
(2) An attempt to convert a company's shares into stock has no effect.
- Section 323 of The Companies Act No. 17 of 2015: Nature of shares
The shares or other interest of a member in a company are personal property and are not in the nature of real estate.
- Section 324 of The Companies Act No. 17 of 2015: Nominal value of shares
(1) Shares in a limited company having a share capital are each required tohave a fixed nominal value.
(2) Shares in a limited company having a share capital are required to bedenominated in shillings.
(3) An allotment of shares that does not comply with subsection (1) or (2) is void.
(4) If, at...
- Section 325 of The Companies Act No. 17 of 2015: Shares to be numbered
(1) Except as provided by subsections (2) and (3), a company that has ashare capital shall ensure that each of its shares is distinguished by an appropriate distinguishing number.
(2) If all of the issued shares in a company are fully paid up and rank equallyfor all purposes, they do not require...
- Section 326 of The Companies Act No. 17 of 2015: Transferability of shares
The shares and any other interests of a member in a company are transferable in accordance with the company’s articles.
- Section 327 of The Companies Act No. 17 of 2015: Exercise by directors of power to allot shares, etc
(1) The directors of a company shall not exercise a power of the company—(a) to allot shares in the company; or
(b) to grant rights to subscribe for, or to convert any security into, shares in the company, except in accordance with section 328 or 329.
(2) Subsection (1) does not apply—
(a) to the...
- Section 328 of The Companies Act No. 17 of 2015: Power of directors to allot shares etc: private company with only one class of shares
If a private company has only one class of shares, the directors may exercise any power of the company—
(a) to allot shares of that class; or
(b) to grant rights to subscribe for or to convert any security into such shares, except to the extent that they are prohibited from doing so by the...
- Section 329 of The Companies Act No. 17 of 2015: Power of directors to allot shares etc: authorisation by company
(1) The directors of a company may exercise a power of the company to—(a) allot shares in the company; or
(b) grant rights to subscribe for or to convert any security into shares in the company, only if
they are authorised to do so by a resolution of the company.
(2) An authorisation under...
- Section 330 of The Companies Act No. 17 of 2015: General prohibition of commissions, discounts and allowances
(1) Except as permitted by section 331, a company shall not apply any of itsshares or capital money, either directly or indirectly, in payment of any commission, discount or allowance to any person in consideration of the person—
(a) subscribing or agreeing to subscribe, whether absolutely or...
- Section 331 of The Companies Act No. 17 of 2015: Permitted commission
A company may pay a commission to a person in consideration of the person—
(a) subscribing or agreeing to subscribe whether 40 absolutely or conditionally for shares in the company; or
(b) procuring or agreeing to procure subscriptions, whether absolute or conditional, for shares in the...
- Section 332 of The Companies Act No. 17 of 2015: Registration of allotment
(1) A company shall register an allotment of shares as soon as practicable andin any event within two months after the date of the allotment.
(2) If a company fails to comply with subsection (1), the company, and eachofficer of the company who is in default, commit an offence and on conviction are...
- Section 333 of The Companies Act No. 17 of 2015: Return of allotment by limited company
(1) Within one month after making an allotment of shares, a limited companyshall lodge with the Registrar for registration a return of the allotment.
(2) The company shall ensure that the return—
(a) contains the information prescribed by the regulations; and (b) is accompanied by a statement of...
- Section 334 of The Companies Act No. 17 of 2015: Return of allotment by unlimited company allotting new class of shares
(1) An unlimited company that allots shares of a class with rights that are notin all respects uniform with shares previously allotted shall, within one month after making such an allotment, lodge with the Registrar for registration a return of the allotment.
(2) The company shall ensure that the...
- Section 335 of The Companies Act No. 17 of 2015: Offence for company to fail to lodge return of allotment for registration
(1) If a company fails to lodge a return of allotment as required by section 333 or 334, 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...
- Section 336 of The Companies Act No. 17 of 2015: Provisions about allotment not applicable to shares taken on formation
The provisions of this Part on allotment do not apply to the taking of shares by the subscribers to the memorandum on the formation of the company.
- Section 337 of The Companies Act No. 17 of 2015: Interpretation: Division 3
In this Division, a reference to the allotment of equity securities includes—
(a) the grant of a right to subscribe for, or to convert any securities into, ordinary shares in the company; and
(b) the sale of ordinary shares in the company that immediately before the sale are held by the company as...
- Section 338 of The Companies Act No. 17 of 2015: Existing shareholders’ right of pre-emption
(1) A company shall not allot equity securities to a person on any terms unless—
(a) the company has made an offer to each person who holds ordinary shares in the company to allot to the person on the same or more favourable terms, a proportion of those securities that is as nearly as practicable...
- Section 339 of The Companies Act No. 17 of 2015: Communication of pre-emption offers to shareholders
(1) This section has effect as to the manner in which offers required by section338 are to be made to holders of the shares of a company.
(2) An offer made under section 338 may be made in hard copy or electronicform.
(3) The offer is effective only if it states that the offer may be accepted...
- Section 340 of The Companies Act No. 17 of 2015: Liability of company and officers in case of contravention
(1) If a company contravenes section 338 or 339, the company and each officer of the company who is in default, are jointly and severally liable to compensate any person to whom an offer should have been made in accordance with those sections for any loss, damage or expenses that the person has...
- Section 341 of The Companies Act No. 17 of 2015: Exception to pre-emption right; issue for non-cash consideration
Section 338(l) does not apply in relation to the allotment of bonus shares.