- Section 124 of The Companies Act No. 17 of 2015: When a director connected with a body corporate for purposes of this Part
(1) In this Part, a director is connected with a body corporate if, but only if, the director and the persons connected with the director together—
(a) are interested in shares comprised in the equity share capital of the body corporate of a nominal value equal to at least twenty percent of that...
- Section 125 of The Companies Act No. 17 of 2015: When a director is to be regarded as controlling a body corporate for purposes of this Part
(1) For the purposes of this Part, a director of a company is taken to control a body corporate if, but only if—
(a) the director or any person connected with the director—
(i) has an interest in any part of the equity share capital of that body; or
(ii) is entitled to exercise or control the...
- Section 126 of The Companies Act No. 17 of 2015: When bodies corporate are to be treated as being associated for purposes of this Part
For the purposes of this Part—
(a) bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and
(b) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
- Section 127 of The Companies Act No. 17 of 2015: References to company’s constitution
A reference in this Part to a company’s constitution includes—
(a) any resolution or other decision made in accordance with the constitution; and
(b) any decision by the members of the company, or a class of members, that is, because of any enactment or rule of law, treated as equivalent to a...
- Section 128 of The Companies Act No. 17 of 2015: Company required to have directors
(1) A private company is required to have at least one director.
(2) A public company is required to have at least two directors.
- Section 129 of The Companies Act No. 17 of 2015: Company required to have at least one natural person as a director
(1) A company is required to have at least one director who is a natural person.
(2) Subsection (1) is complied with if the office of director is held by a natural person as a corporation sole or otherwise by holding a specified office.
- Section 130 of The Companies Act No. 17 of 2015: Direction requiring company to make appointment
(1) On forming the opinion that a company is in breach of section 128 or 129,the Registrar may give the company a direction in accordance with subsection (2). (2) A direction is in accordance with this subsection if it specifies—
(a) the statutory requirement of which the company appears to be in...
- Section 131 of The Companies Act No. 17 of 2015: Minimum age for director
(1) A person who has not reached eighteen years of age may not be appointedto be a director of a company.
(2) An appointment made in contravention of subsection (1) is void.
- Section 132 of The Companies Act No. 17 of 2015: Appointment of director of public company
(1) A public company shall ensure that at a general meeting of the company amotion for the appointment of two or more persons as directors of the company by a single resolution is moved only if a resolution that it should be so moved has first been agreed to by the meeting without any vote being...
- 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,...