- Section 1 of The Companies Act No. 17 of 2015: Short title and commencement
(1) This Act may be cited as the Companies Act, 2015.
(2) This section comes into operation on the date on which this Act is published
in Gazette.
(3) The Cabinet Secretary shall, by notice published in the Gazette, bring into
operation the remaining provisions of this Act on such date or such...
- Section 2 of The Companies Act No. 17 of 2015: Objects of this Act
The objects of this Act are to facilitate commerce, industry and other socioeconomic
activities by enabling one or more natural persons to incorporate as
entities with perpetual succession, with or without limited liability, and to provide for
the regulation of those entities in the public...
- Section 3 of The Companies Act No. 17 of 2015: Interpretation of provisions of this Act
(1) In this Act, unless the context otherwise requires—
“address” includes—
(a) a fax number, e-mail address or any other electronic address used
for the purposes of sending or receiving documents or information
by electronic means; and
(b) a postal and physical address;
"administrator”, in...
- Section 4 of The Companies Act No. 17 of 2015: Provisions supplementing definition of “holding company” in section 3
(1) For the purposes of paragraph (a) of the definition of "holding company"
in section 3(1), a company controls the composition of another company's board of directors if it has power to appoint or remove all, or a majority, of that other
company's directors without any other person's...
- Section 5 of The Companies Act No. 17 of 2015: Limited companies
For the purposes of this Act, a company is a limited company if it is a company
limited by shares or by guarantee.
- Section 6 of The Companies Act No. 17 of 2015: Companies limited by shares
(1) For the purposes of this Act, a company is a company limited by shares
if the liability of its members is limited by the company's articles to any amount
unpaid on the shares held by the members.
(2) For the purposes of subsection (1), the liability of the members of an existing
company is...
- Section 7 of The Companies Act No. 17 of 2015: Companies limited by guarantee
(1) For the purposes of this Act, a company is a company limited by guarantee
if—
(a) it does not have a share capital;
(b) the liability of its members is limited by the company's articles to the
amount that the members undertake, by those articles, to contribute
to the assets of the company...
- Section 8 of The Companies Act No. 17 of 2015: Unlimited companies
For the purposes of this Act, a company is an unlimited company if—
(a) there is no limit on the liability of its members; and
(b) its certificate of incorporation states that the liability of its members
is unlimited.
- Section 9 of The Companies Act No. 17 of 2015: Private companies
(1) For the purposes of this Act, a company is a private company if—
(a) its articles—
(i) restrict a member's right to transfer shares;
(ii) limit the number of members to fifty; and
(iii) prohibit invitations to the public to subscribe for shares or
debentures of the company;
(iv) requires...
- Section 10 of The Companies Act No. 17 of 2015: Public companies
For the purposes of this Act, a company is a public company if—
(a) its articles allow its members the right to transfer their shares in the
company;
(b) its articles do not prohibit invitations to the public to subscribe for
shares or debentures of the company; and
(c) its certificate of...
- Section 11 of The Companies Act No. 17 of 2015: Method of forming company
(1) One or more persons who wish to form a company may—
(a) subscribe their names to a memorandum of association; and
(b) comply with the requirements of sections 13 to 16 with respect to
registration.
(2) A company formed for an unlawful purpose may not be registered.
- Section 12 of The Companies Act No. 17 of 2015: Memorandum of association
(1) A memorandum of association is a memorandum stating that the
subscribers—
(a) wish to form a company under this Act; and
(b) agree to become members of the company and, in the case of a
company that is to have a share capital, to take at least one share
each.
(2) A company may not be...
- Section 13 of The Companies Act No. 17 of 2015: Registration documents
(1) A person who wishes to register a company shall lodge with the Registrar—
(a) an application for registration of the company that complies with
subsections (2) and (4);
(b) a memorandum of association of the company; and
(c) except as provided by section 21, a copy of the proposed articles...
- Section 14 of The Companies Act No. 17 of 2015: Statement of capital and initial shareholdings
(1) If the company is to have a share capital, the applicants for registration shall
ensure that the requisite statement of capital and initial shareholding comply with
subsections (2) and (3).
(2) The statement of capital and initial shareholding complies with this
subsection if it states—
(a)...
- Section 15 of The Companies Act No. 17 of 2015: Statement of guarantee
(1) The applicant for registration of a company to be limited by guarantee
shall ensure that the requisite statement of guarantee contains the prescribed
information to enable the subscribers to the memorandum of association to be
identified.
(2) The applicant shall also ensure that the...
- Section 16 of The Companies Act No. 17 of 2015: Statement of proposed officers
(1) The applicant for registration shall ensure that the requisite statement of the
company's proposed officers complies with subsections (2) and (4).
(2) The statement complies with this subsection if it contains the required
particulars of—
(a) the person who is, or persons who are, to be the...
- Section 17 of The Companies Act No. 17 of 2015: Registrar to register company if requirements of Act are complied with
If satisfied that an application for registration complies with the requirements
of this Act relating to registration, the Registrar shall register the company and
allocate to it a unique identifying number.
- Section 18 of The Companies Act No. 17 of 2015: Registrar to issue company with certificate of incorporation
(1) On the registration of a company in accordance with section 17, the
Registrar shall issue to the company a certificate of incorporation that complies
with this section.
(2) A certificate of incorporation complies with this section if it states—
(a) the name of the company and its unique...
- Section 19 of The Companies Act No. 17 of 2015: Effect of registration
From the date of incorporation of a company—
(a) the subscribers to the memorandum, together with such other persons
as may from time to time become members of the company, become
a body corporate by the name stated in the certificate of incorporation;
(b) the company can do all of the things...
- Section 20 of The Companies Act No. 17 of 2015: Regulation may prescribe model articles
(1) The regulations may prescribe model articles for companies.
(2) Different versions of model articles may be prescribed for different
descriptions of companies.
(3) A company may adopt all or any of the provisions of a prescribed version
of model articles.
(4) An amendment to regulations...
- Section 21 of The Companies Act No. 17 of 2015: Default application of model articles
(1) On the formation of a limited company—
(a) if its articles are not registered; or
(b) if its articles are registered, in so far as they do not exclude or modify
the relevant model articles, the relevant model articles, so far as
applicable, form part of the company's articles in the same...
- Section 22 of The Companies Act No. 17 of 2015: Amendment of articles
A company may amend its articles only by special resolution.
- Section 23 of The Companies Act No. 17 of 2015: Effect of amendment of articles on company’s members
(1) A member of a company is not bound by an amendment to the articles of
a company after the date on which the person became a member, if and so far as
the amendment—
(a) requires the person to take or subscribe for more shares than the
number held by the person at the date on which the...
- Section 24 of The Companies Act No. 17 of 2015: Amended articles to be sent to Registrar
(1) If a company amends its articles, the company shall lodge with the Registrar
for registration a copy of the articles as amended not later than fourteen days after
the resolution containing the amendment is passed.
(2) This section does not require a company to set out in its articles...
- Section 25 of The Companies Act No. 17 of 2015: Registrar’s notice to comply in case of failure with respect to amended articles
(1) On being satisfied that a company has failed to comply with any provision
requiring it—
(a) to lodge with the Registrar a document making or evidencing an
amendment in the company's articles; or
(b) to lodge with the Registrar a copy of the company's articles as
amended,
the Registrar may...
- Section 26 of The Companies Act No. 17 of 2015: Existing companies provisions of memorandum treated as provisions of articles
Provisions that immediately before the commencement of this Part were
contained in a company's memorandum of association but are not provisions of
the kind referred to in section 12 become provisions of the company's articles on
that commencement.
- Section 27 of The Companies Act No. 17 of 2015: Copies of resolutions or agreements recorded by Registrar
(1) Within fourteen days after a resolution or agreement to which this section
applies is passed or made, the company concerned shall lodge with the Registrar
for registration—
(a) a copy of the resolution or agreement; or
(b) in the case of a resolution or agreement that is not in writing, a...
- Section 28 of The Companies Act No. 17 of 2015: Statement of company’s objects
(1) Unless the articles of a company specifically restrict the objects of the
company, its objects are unrestricted.
(2) If a company amends its articles so as to add, remove or alter a statement
of the company's objects—
(a) it shall lodge with the Registrar for registration a notice...
- Section 29 of The Companies Act No. 17 of 2015: Documents to be provided to members
(1) A company shall, on being requested to do so by a member of the company,
send to the member the following documents—
(a) an up-to-date copy of the articles of the company;
(b) a copy of any resolution or agreement relating to the company that
has been recorded by the Registrar under section...
- Section 30 of The Companies Act No. 17 of 2015: Effect of company’s constitution
(1) A company's constitution binds the company and its members to the same
extent as if the company and its members had covenanted agreed with each other
to observe the constitution.
(2) Money payable by a member to the company under its constitution is
recoverable in a court of competent...