The Companies Act No. 17 Of 2015 in Kenya

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1019 sections

• Section 184 of The Companies Act No. 17 of 2015: Members’ approval required for payment in connection with share transfer
  

  (1) A person may not make a payment for loss of office to a director of a company in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover bid, unless the payment has been approved by a resolution of the relevant shareholders. (2) The...

  
  
• Section 185 of The Companies Act No. 17 of 2015: Exception for payments in discharge of legal obligations etc
  

  (1) An approval is not required under section 182, 183 or 184 for a payment made in good faith— (a) in discharge of an existing legal obligation; (b) as damages for breach of such an obligation; (c) in settling or compromising any claim arising in connection with the termination of a person's...

  
  
• Section 186 of The Companies Act No. 17 of 2015: Exception for small payments
  

  (1) An approval is not required under section 182, 183 or 184 if— (a) the relevant payment is made by the company or any of its subsidiaries; and (b) the amount or value of the payment, together with the amount or value of any other relevant payments, does not exceed thirty thousand...

  
  
• Section 187 of The Companies Act No. 17 of 2015: Payments made without approval: civil consequences
  

  (1) If a payment is made in contravention of section 182— (a) the payment is held by the recipient on trust for the company making the payment; and (b) any director who authorised the payment is jointly and severally liable to indemnify the company that made the payment for any loss resulting from...

  
  
• Section 188 of The Companies Act No. 17 of 2015: Approval by written resolution: accidental failure to send memorandum
  

  (1) If— (a) approval under this Division is sought by written resolution; and (b) a memorandum is required under this Division to be sent or submitted to every eligible member before the resolution is passed, an accidental failure to send or submit the memorandum to one or more members is to be...

  
  
• Section 189 of The Companies Act No. 17 of 2015: What happens if approval is required under more than one provision
  

  (1) An approval may be required under more than one section of this Division. (2) If an approval is required under more than one section of this Division, thecompany shall comply with each applicable section. (3) Subsection (2) does not require a separate resolution for the purposes ofeach...

  
  
• Section 190 of The Companies Act No. 17 of 2015: Directors’ service contracts
  

  (1) For the purposes of this Division, a contract is a director's service contractif it is a contract under which— (a) a director of a company undertakes personally to perform services (as director or otherwise) for the company, or for a subsidiary of the company; or (b) services (as director or...

  
  
• Section 191 of The Companies Act No. 17 of 2015: Company to keep copy of contract or memorandum of terms available for inspection
  

  (1) A company shall keep available for inspection— (a) a copy of each director's service contract with the company or with a subsidiary of the company; or (b) if the contract is not in writing – a written memorandum setting out the terms of the contract. (2) Except in so far as the regulations...

  
  
• Section 192 of The Companies Act No. 17 of 2015: Right of member to inspect and to obtain copy of memorandum
  

  (1) This section applies to a company that is required to keep a copy of a director's service contract, or a memorandum setting out the terms of the contract, available in accordance with section 191. (2) A company to which this section applies shall, on being requested to do so by a member of the...

  
  
• Section 193 of The Companies Act No. 17 of 2015: Contract with sole member who is also a director
  

  (1) If— (a) a limited company having only one member enters into a contract with the sole member; (b) the sole member is also a director of the company; and (c) the contract is not entered into in the ordinary course of the company's business. the company shall, unless the contract is in writing,...

  
  
• Section 194 of The Companies Act No. 17 of 2015: Provisions protecting directors from liability
  

  (1) This section applies to the following provisions— (a) a provision of a company's constitution; (b) a provision of any contract, scheme or arrangement to which the company or a related company is a party; (c) a provision of any other document of a class prescribed by the regulations for the...

  
  
• Section 195 of The Companies Act No. 17 of 2015: Provision of insurance not prevented
  

  Section 194(3) does not prevent a company from purchasing and maintaining insurance against any liability specified in that subsection for a director of the company or a director of an associated company.

  
  
• Section 196 of The Companies Act No. 17 of 2015: Qualifying third party indemnity provision not affected
  

  (1) Section 194(3) does not apply to a qualifying third party indemnity provision. (2) In this section, "third party indemnity provision", in relation to a director, means provision for indemnity against liability incurred by the director to a person other than the company or an associated...

  
  
• Section 197 of The Companies Act No. 17 of 2015: Directors to disclose qualifying indemnity provision in directors’ report
  

  (1) In this section, "qualifying indemnity provision" means— (a) a qualifying third party indemnity provision; and (b) a qualifying pension scheme indemnity provision. (2) If, when a directors' report is approved, a qualifying indemnity provision(whether made by the company or otherwise) has...

  
  
• Section 198 of The Companies Act No. 17 of 2015: Copy of qualifying indemnity provision to be available for inspection
  

  (1) This section has effect if a qualifying indemnity provision is made for a director of a company and— (a) applies to the company (whether the provision is made by the company or by an associated company); and (b) if the provision is made by an associated company, also applies to that...

  
  
• Section 199 of The Companies Act No. 17 of 2015: Right of member to inspect and request copy of qualifying indemnity provision
  

  (1) This section applies to a company that is required to keep available for inspection a copy of a qualifying indemnity provision or memorandum in accordance with section 198. (2) A company to which this section applies shall, on being requested to do so by a member of the company, allow the...

  
  
• Section 200 of The Companies Act No. 17 of 2015: Interpretation
  

  (1) The purpose of this Division is to protect— (a) information about a director's usual residential address; and (b) the information that the director's service address is the director's usual residential address. (2) In this Division— "director" includes a former director but does not include...

  
  
• Section 201 of The Companies Act No. 17 of 2015: Protected information: restriction on use or disclosure by company
  

  (1) A company shall not use or disclose protected information about any of itsdirectors, except— (a) for communicating with the director concerned; (b) in order to comply with any requirement of this Act concerning particulars to be lodged with the Registrar for registration; or (c) in accordance...

  
  
• Section 202 of The Companies Act No. 17 of 2015: Protected information: restriction on use or disclosure by Registrar
  

  (1) The Registrar shall omit protected information from the material on theregister that is available for inspection if— (a) it is contained in a document lodged with the Registrar in which the information is required to be stated; and (b) in the case of a document having more than one part, it is...

  
  
• Section 203 of The Companies Act No. 17 of 2015: Permitted use or disclosure by the Registrar
  

  (1) The Registrar may use protected information relating to a director for communicating with the director. (2) The Registrar may disclose protected information—(a) to a prescribed public authority; or (b) to a credit reference agency. (3) The Regulations may— (a) specify conditions for the...

  
  
• Section 204 of The Companies Act No. 17 of 2015: Disclosure under Court order
  

  (1) The Court may make an order for the disclosure of protected information by the company or by the Registrar if— (a) there is evidence that service of documents at a service address other than the director's usual residential address is not effective to bring them to the notice of the director;...

  
  
• Section 205 of The Companies Act No. 17 of 2015: Circumstances in which Registrar may place address on the public record
  

  (1) The Registrar may place a director's usual residential address on the public record if— (a) communications sent by the Registrar to the director and requiring a response within a specified period remain unanswered; or (b) there is evidence that service of documents at a service address...

  
  
• Section 206 of The Companies Act No. 17 of 2015: Placing the director’s address on the public record
  

  (1) On deciding in accordance with section 205 that a director's usual residential address is to be placed on the public record, the Registrar shall proceed as if notice of a change of registered particulars had been given— (a) stating that address as the director's service address;...

  
  
• Section 207 of The Companies Act No. 17 of 2015: Ratification of acts of directors
  

  (1) A decision of a company to ratify the conduct of a director amounting to negligence, default, breach of duty or breach of trust in relation to the company can be taken only by the members. However, unless the company's articles require unanimity or a higher majority, such a decision can be...

  
  
• Section 208 of The Companies Act No. 17 of 2015: Power to make provision for employees on cessation or transfer of business
  

  (1) The powers of the directors of a company include a power to provide for the benefit of persons employed or formerly employed by the company, or any of subsidiary of the company, in connection with the cessation, or the transfer to any person, of the whole or part of the undertaking of the...

  
  
• Section 209 of The Companies Act No. 17 of 2015: Limitations on the exercise of the power to make provision for employees
  

  (1) A resolution of the directors under section 208(3) is not sufficient authorityfor payments to or for the benefit of directors, or former directors. (2) The power conferred by section 208(1) is subject to compliance with anyother requirement specified by the company's articles. (3) Any payment...

  
  
• Section 210 of The Companies Act No. 17 of 2015: Minutes of directors’ meetings
  

  (1) A company shall ensure that minutes of all proceedings at meetings of itsdirectors are recorded. (2) A company shall keep the minutes of each meeting of its directors' for atleast seven years from the date of the meeting. (3) If a company fails to comply with subsection (1) or (2), the...

  
  
• Section 211 of The Companies Act No. 17 of 2015: Minutes taken to be evidence of proceedings at meeting of company until contrary proved
  

  (1) Minutes of a meeting of the directors recorded in accordance with section210 are, if authenticated by the person presiding at the meeting or by the person presiding at the next directors' meeting, evidence of the proceedings of the meeting. (2) If minutes of a meeting are recorded in accordance...

  
  
• Section 212 of The Companies Act No. 17 of 2015: Transactions under foreign law
  

  For the purposes of this Part, it does not matter whether the law that, apart from this Act, governs an arrangement or transaction is the law or part of the law of Kenya.

  
  
• Section 213 of The Companies Act No. 17 of 2015: Interpretation: Part X
  

  In this Part, unless the context otherwise requires "disqualification order" means a disqualification order made under this Part or insolvency related laws or any other enactment prescribed by the regulations for the purposes of this section.