- 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.
- Section 342 of The Companies Act No. 17 of 2015: Exception to preemption right: securities held under employees' Sharescheme
Section 338(1) does not apply to a particular allotment of equity securities if these are, or are to be, wholly or partly paid up otherwise than in cash
- Section 343 of The Companies Act No. 17 of 2015: Exception to preemption right: securities held under employees' sharescheme
Section 338 does not apply to the allotment of securities that would, apart from any renunciation or assignment of the right to their allotment, be held under an employees' share scheme.
- Section 345 of The Companies Act No. 17 of 2015: Exclusion of pre-emption right: articles conferring corresponding right
(1) This section applies when, in a case in which section 338 would otherwise apply—
(a) a company's articles contain provision prohibiting the company from allotting ordinary shares of a particular class unless it has complied with the condition that it makes such an offer as is described in...
- Section 346 of The Companies Act No. 17 of 2015: Disapplication of pre-emption rights: private company with only one class of shares
(1) The articles of a private company that has only one class of shares, or aresolution passed by the company, may confer on the directors of the company power to allot equity securities of that class as if section 339—
(a) did not apply to the allotment; or
(b) applied to the allotment with such...
- Section 347 of The Companies Act No. 17 of 2015: Disapplication of pre-emption rights: directors acting under general authorisation
) If the directors of a company are generally authorised for the purposes of section 329, they may be given power by the articles, or by a special resolution of the company, to allot equity securities pursuant to that authorisation as if section
338—
(a) did not apply to the allotment;...
- Section 348 of The Companies Act No. 17 of 2015: Disapplication of pre-emption rights by special resolution
(1) If the directors of a company are authorised for the purposes of section 329 (whether generally or otherwise), the company may by special resolution resolve that section 338—
(a) does not apply to a specified allotment of equity securities to be made in accordance with that authorisation;...
- Section 349 of The Companies Act No. 17 of 2015: Disqualification of pre-emption rights: sale of treasury shares
(1) This section applies in relation to a sale of shares that is an allotment ofequity securities because of section 337(b).
(2) The directors of a company may be given power by the articles, or by aspecial resolution of the company, to allot equity securities as if section 338—
(a) did not apply...
- Section 350 of The Companies Act No. 17 of 2015: References to holder of shares in relation to offer
(1) In relation to an offer to allot securities required by section 338, a reference,however expressed, to the holder of shares of any description is to whoever was the holder of shares of that description at the close of business on a date to be specified in the offer.
(2) A specified date is not...
- Section 351 of The Companies Act No. 17 of 2015: Provisions about pre-emption not applicable to shares taken on formation
The provisions of this Division relating to shareholders’ pre-emption rights do not apply to the taking of shares by the subscribers to the memorandum on the formation of the company.
- Section 352 of The Companies Act No. 17 of 2015: Saving for other restrictions on offer or allotment
(1) This Division does not limit the application of any other written law underwhich a company is prohibited (whether generally or in specified circumstances) from offering or allotting equity securities to a person.
(2) If a company cannot because a written law offer or allot equity securitiesto a...
- Section 353 of The Companies Act No. 17 of 2015: Saving for certain older pre-emption requirements
(1) This Division does not apply to an allotment of equity securities of a publiccompany that are subject to a pre-emption requirement in relation to which the repealed Act applied immediately before the commencement of this Division.
(2) A pre-emption requirement to which the repealed Act applied...
- Section 354 of The Companies Act No. 17 of 2015: Public companies: allotment if issue not fully subscribed
(1) A public company shall not allot shares of the company offered for public subscription unless—
(a) the issue is subscribed for in full; or
(b) the offer is made on terms that the shares subscribed for may be allotted— (i) in any event; or
(ii) if specified conditions are made and those...
- Section 355 of The Companies Act No. 17 of 2015: Public companies: effect of irregular allotment if issue not fully subscribed
(1) If an allotment of shares is made to an applicant in contravention of section354, the applicant has a right to avoid the allotment at any time within one month after the date of the allotment, but not later.
(2) An allotment made in contravention of section 356 is voidable even if thecompany is...
- Section 356 of The Companies Act No. 17 of 2015: Shares not to be allotted at a discount
(1) A company shall not allot its shares at a discount.
(2) If shares are allotted in contravention of subsection (1), the allottee is liable to pay the company an amount equal to the amount of the discount, with interest at the appropriate rate.
- Section 357 of The Companies Act No. 17 of 2015: Provision for different amounts to be paid on shares
A company may, if authorised to do so by its articles, pay dividends in proportion to the amount paid up on each share.
- Section 358 of The Companies Act No. 17 of 2015: General rule as to means of payment
Shares allotted by a company, and any premium on them, may be paid up in money or in money's worth (including goodwill and know-how).
- Section 359 of The Companies Act No. 17 of 2015: Meaning of payment in cash
For the purposes of this Act, a share in a company is paid up, as to its nominal value or any premium on it, in cash, or allotted for cash, if the consideration received for the payment or allotment is a cash consideration.
(2) In subsection (1), “cash consideration” means—
(a) cash received by...
- Section 360 of The Companies Act No. 17 of 2015: Public companies: shares taken by subscribers of memorandum
(1) A subscriber to the memorandum of a public company who takes shares of the company as a result of an undertaking given in the memorandum shall pay for the shares, and any premium on the shares, in cash.
(2) A subscriber to the memorandum of a public company who fails to pay for shares of the...
- Section 361 of The Companies Act No. 17 of 2015: Public companies: not to accept undertaking for work or services
(1) A public company shall not accept at any time, in payment up of its shares or any premium on them, an undertaking given by a person that the person or another person should work or perform services for the company or any other person.
(2) If a public company accepts such an undertaking in...
- Section 362 of The Companies Act No. 17 of 2015: Public companies: shares to be at least one quarter paid up
(1) A public company shall not allot a share except as paid up at least as toone-quarter of its nominal value and the whole of any premium on it.
(2) Subsection (1) does not apply to shares allotted under share scheme ofan employee.
(3) If a company allots a share in contravention of this...
- Section 363 of The Companies Act No. 17 of 2015: Public companies: payment by long-term undertaking
(1) A public company shall not allot shares as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash if the consideration for the allotment is or includes an undertaking that is to be, or could be, performed more than five years after the date of the...