- Section 274 of The Companies Act No. 17 of 2015: Relationship between this Division and provisions of company's articles
A provision of the articles of a private company is void to the extent that it would have the effect that a resolution that is required by or otherwise provided for in an enactment could not be proposed and passed as a written resolution.
- Section 275 of The Companies Act No. 17 of 2015: Resolutions at general meetings
A resolution of members of a company is validly passed at a general meeting if—
(a) notice of the meeting and of the resolution is given; and
(b) the meeting is held and conducted, in accordance with this Act and the company's articles.
- Section 275A of The Companies Act No. 17 of 2015: Annual general meeting
(2) Every company shall convene a general meeting once a year.
(3) Subsection (1) does not apply to single member companies.
(4) The Registrar may, on the application of the company or for any other reasonthe Registrar thinks fit, extend the period referred to in subsection (1) even if, as a...
- Section 276 of The Companies Act No. 17 of 2015: Power of directors to convene general meetings
The directors of a company may convene a general meeting of the company.
- Section 277 of The Companies Act No. 17 of 2015: Right of members to require directors to convene general meeting
(1) The members of a company may require the directors to convene a general meeting of the company.
(2) The directors are required to convene a general meeting as soon as practicable after the company has received requests to do so from—
(a) members representing at least the required percentage of...
- Section 278 of The Companies Act No. 17 of 2015: Directors’ duty to convene general meeting required by members
(1) If requested to convene a general meeting of the company, the directorsshall —
(a) do so within twenty-one days from the date on which request was made; and
(b) hold the meeting on a date not more than twenty eight days after the date of the notice convening the meeting.
(2) If such a request...
- Section 279 of The Companies Act No. 17 of 2015: Power of members to convene general meeting at the expense of the company
(1) If, after having been required to convene a general meeting under section277, the directors fail to do as required by section 278, the members who requested the meeting, or any of them representing more than one half of the total voting rights of all them, may convene a general meeting.
(2) If...
- Section 280 of The Companies Act No. 17 of 2015: Power of Court to order general meeting to be convened
(1) This section applies if for any reason it is impracticable—
(a) to convene a meeting of a company in any manner in which meetings of that company may be convened; or
(b) to conduct the meeting in the manner required by the articles of the company or this Act.
(2) The Court may, either on its...
- Section 281 of The Companies Act No. 17 of 2015: Amount of notice to be given for general meetings
(1) In convening a general meeting (other than an adjourned meeting), a private company shall give a least twenty-one days’ notice.
(2) In convening a general meeting, a public company shall give—
(a) in the case of its annual general meeting—at least twenty-one days' notice to members; or
(b) in...
- Section 282 of The Companies Act No. 17 of 2015: Manner in which notice of general meeting to be given
A company shall give notice of a general meeting—
(a) in hard copy form;
(b) in electronic form;
(c) by means of a website; or
(d) partly by one such means and partly by one or more of the other such means.
- Section 283 of The Companies Act No. 17 of 2015: Publication of notice of general meeting on company's website
(1) Notice of a general meeting that is given by a company by means of awebsite is not effective unless it is complies with this section.
(2) In notifying its members of the presence on a website of a notice conveninga general meeting, a company shall—
(a) state that it concerns a notice of a...
- Section 284 of The Companies Act No. 17 of 2015: Persons entitled to receive notice of general meetings
(1) A company shall send a notice of a general meeting of the company to—(a) each member of the company; and (b) each director.
(2) In subsection (1), the reference to a member includes any person who isentitled to a share in consequence of the death or bankruptcy of a member, if the company has...
- Section 285 of The Companies Act No. 17 of 2015: Contents of notices of general meetings
In giving notice of a general meeting, a company shall specify—
(a) the time and date of the meeting;
(b) the place of the meeting;
(ba) in the case of a hybrid or virtual meeting, specify the means of joining and participating in the meeting; and
(c) the general nature of the business to be...
- Section 286 of The Companies Act No. 17 of 2015: Offence for company to fail to comply with section 281, 282, 283, 284 or 285
(1) If a company fails to comply with a requirement of section 281(1) or (2),282, 283 (2) or (3), 284 (1) or 285, 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 five hundred thousand shillings.
(2) If,...
- Section 287 of The Companies Act No. 17 of 2015: Resolution requiring special notice
(1) If a provision of this Act requires a special notice of a resolution to be given, the resolution is not effective unless notice of the intention to move it has been given to the company at least twenty-eight days before the meeting at which it is moved.
(2) The company shall, if practicable,...
- Section 288 of The Companies Act No. 17 of 2015: Accidental failure to give notice of resolution or general meeting
(1) If a company gives notice of—
(a) a general meeting; or
(b) a resolution intended to be moved at a general meeting, an accidental failure to give notice to one or more persons is to be disregarded for the purpose of determining whether notice of the meeting or resolution has been duly...
- Section 289 of The Companies Act No. 17 of 2015: Power of members to require circulation of statements
(1) The members of a company may require the company to circulate, to members of the company entitled to receive notice of a general meeting a statement of not more than one thousand words with respect to—
(a) a matter referred to in a proposed resolution to be dealt with at that meeting;...
- Section 290 of The Companies Act No. 17 of 2015: Duty of company to circulate members’ statements
(1) A company that, in accordance with section 289, is required by its membersto circulate a statement shall send to each of its members who is entitled to receive notice of the meeting a copy of the statement—
(a) in the same manner as the notice of the meeting; and
(b) at the same time as, or as...
- Section 291 of The Companies Act No. 17 of 2015: Who is liable to meet cost of circulating members’ statements
(1) The members who requested the statement to be circulated need not paythe expense incurred by the company in complying with section 290 if—
(a) the meeting to which the requests relate is an annual general meeting of a public company; and
(b) the company receives requests sufficient to require...
- Section 292 of The Companies Act No. 17 of 2015: Quorum for general meetings
(1) In the case of a company limited by shares or guarantee and having onlyone member, one qualifying person present at a meeting constitutes a quorum.
(2) In any other case, (subject to the articles of the company) two qualifyingpersons present at a meeting are a quorum, unless—
(a) each is a...
- Section 293 of The Companies Act No. 17 of 2015: Members present may elect person to preside at general meeting
(1) The members present at a general meeting of the company may, by ordinaryresolution, elect one of the members to preside at the meeting.
(2) Subsection (1) is subject to a provision of the company's articles that states who may or may not be chairperson or preside at a general meeting of the...
- Section 294 of The Companies Act No. 17 of 2015: Person presiding at general meeting may declare result of voting on ashow of hands
(1) On a vote on a resolution at a meeting with a show of hands, the personpresiding at the meeting may declare that the resolution—
(a) has or has not been passed; or
(b) has passed with a particular majority
(2) Such a declaration is conclusive evidence of the result of the voting withoutproof...
- Section 295 of The Companies Act No. 17 of 2015: Right of members to demand a poll at general meeting
(1) A provision of a company’s articles is void to the extent that it would have theeffect of excluding the right to demand a poll at a general meeting on a resolution other than one for—
(a) electing the member who is to preside at the meeting; or
(b) adjourning the meeting.
(2) Except as...
- Section 296 of The Companies Act No. 17 of 2015: Member not obliged to use all votes when voting on a poll at generalmeeting
A member who is entitled to cast two or more votes at a poll taken at a general meeting of a company is not obliged to use all of those votes or to cast them all in the same way.
- Section 297 of The Companies Act No. 17 of 2015: Representation of bodies corporate at general meetings
(1) If a body corporate is a member of a company, it may, by resolution of its directors or other governing body, authorise a person or persons to act as its representative or representatives at a meeting of the company.
(2) If the body corporate authorises only one person to act as its...
- Section 298 of The Companies Act No. 17 of 2015: Right of members to appoint proxies
(1) A member of a company is entitled to appoint another person as themember’s proxy to exercise all or any of the member’s rights to attend and to speak and vote at a meeting of the company.
(2) A member of a company that has a share capital may appoint more than one proxy for a meeting provided...
- Section 299 of The Companies Act No. 17 of 2015: Notice of general meeting to contain statement of rights of members to appoint proxies
(1) In every notice convening a meeting of a company, the company shallinclude a prominently displayed statement informing the member of—
(a) the member's rights under section 298; and
(b) any more extensive rights conferred by the company's articles to appoint more than one proxy.
(2) Failure to...
- Section 300 of The Companies Act No. 17 of 2015: Company sponsored invitations to appoint proxies
(1) If, for the purposes of a meeting, invitations are issued at the expense of the company to members to appoint as a proxy a specified person, or a number of specified persons, the company shall issue the invitations to all members entitled to vote at the meeting.
(2) A company complies with...
- Section 301 of The Companies Act No. 17 of 2015: Notice of appointment of proxy to be given to company
(1) This section applies to—
(a) the appointment of a proxy; and
(b) any document necessary to show the validity of, or otherwise relating to, the appointment of a proxy.
(2) A provision of the company's articles is void to the extent that it wouldhave the effect of requiring any such appointment...
- Section 302 of The Companies Act No. 17 of 2015: Proxy can be elected to preside at general meeting
(1) A proxy may be elected to preside at a general meeting by a resolution ofthe company passed at the meeting.
(2) Subsection (1) is subject to any provision of the company's articles that states who may or who may not be chairperson.