- Section 364 of The Companies Act No. 17 of 2015: Liability of subsequent holders of shares
(1) Except as provided by subsection (2), a person who becomes a holder of shares in respect of which—
(a) there has been a contravention of a provision of this Division; and
(b) because of that contravention another person is liable to pay an amount under the provision contravened, is also liable...
- Section 365 of The Companies Act No. 17 of 2015: Power of the Court to grant relief
(1) This section applies in relation to liability under section 360(2), 362(3) or (4) or 366 as it applies in relation to a contravention of those sections.
(2) A person who—
(a) is subject to any such liability to a company in relation to payment in respect of shares in the company; or
(b) is...
- Section 366 of The Companies Act No. 17 of 2015: Offences involving contravention of section 358, 363, 364 and 365
If a company contravenes a provision of section 356, 361, 362 or 362, the company, and each officer of the company who is in default, commits an offence and on conviction are each liable to a fine not exceeding one million shillings.
- Section 367 of The Companies Act No. 17 of 2015: Meaning of “appropriate rate of interest” for purpose of this Division
(1) For the purpose of this Division, the appropriate rate of interest is—
(a) five percent; or
(b) if some other rate is fixed under subsection (2), that rate of interest.
(2) The Cabinet Secretary may, by order published in the Gazette, vary the rate specified in subsection (1)(a) or fixed...
- Section 368 of The Companies Act No. 17 of 2015: Restrictions on public company allocating shares for non-cash consideration
(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 unless—
(a) the consideration for the allotment has been independently valued in accordance with the provisions of this Division;
(b) the valuer's report...
- Section 369 of The Companies Act No. 17 of 2015: Exception to valuation requirement: arrangement with another company
(1) Section 368 does not apply to the allotment of shares by a company in connection with an arrangement for the allotment of shares in the company on terms that the whole or part of the consideration for the shares allotted is to be provided—
(a) by the transfer to the company; or
(b) by the...
- Section 370 of The Companies Act No. 17 of 2015: Exception to valuation requirement: merger
(1) Section 368 does not apply to the allotment of shares by a company in connection with a proposed merger with another company.
(2) For the purpose of subsection (1), a proposed merger exists when onecompany proposes to acquire all the assets and liabilities of another company in exchange for the...
- Section 371 of The Companies Act No. 17 of 2015: Non-cash consideration for shares: requirements as to valuation and report
(1) Part XLI applies to the valuation and report required by section 368.
(2) The valuer shall specify in the report—
(a) the nominal value of the shares to be wholly or partly paid for by the relevant consideration;
(b) the amount of any premium that is payable on the shares;
(c) the...
- Section 372 of The Companies Act No. 17 of 2015: Copy of report to be lodged with Registrar
(1) A company to which a report is made under section 368 as to the value of any consideration for which, or partly for which, it proposes to allot shares shall lodge a copy of the report to the Registrar for registration.
(2) The company shall lodge the copy at the same time as it lodges the...
- Section 373 of The Companies Act No. 17 of 2015: Public company: agreement for transfer of non-cash asset in initial period
(1) A public company formed as such shall not enter into an agreement—(a) with a person who is a subscriber to the company's memorandum;
(b) for the transfer by the person to the company or another, before the end of the company's initial period; and
(c) under which the consideration for the...
- Section 374 of The Companies Act No. 17 of 2015: Agreement for transfer of non-cash asset: requirement of independent valuation
(1) The following conditions are conditions that are required to be complied with for the purpose of section 373—
(a) that the consideration to be received by the company, and any consideration other than cash to be given by the company, has been independently valued in accordance with this...
- Section 375 of The Companies Act No. 17 of 2015: Agreement for transfer of non-cash asset: requirements as to valuation and report
(1) Part XLI applies to the valuation and report required by section 374.
(2) In the report, the valuer shall specify—
(a) the consideration to be received by the company, describing the relevant asset (specifying the amount to be received in cash) and the consideration to be given by the company...
- Section 376 of The Companies Act No. 17 of 2015: Agreement for transfer of non-cash asset: requirement of approval by members
(1) The following conditions are further conditions that are required to be complied with for the purpose of section 374—
(a) that the terms of the agreement have been approved by an ordinary resolution of the company;
(b) that the requirements of subsection (3) relating to the circulation to...
- Section 377 of The Companies Act No. 17 of 2015: Copy of resolution to be lodged with Registrar
(1) Within fourteen days after a company passes a resolution with respect tothe transfer of a non-cash asset, the company shall lodge with the Registrar for registration a copy of the resolution, together with a copy of the relevant valuer’s report.
(2) If a company fails to comply with subsection...
- Section 378 of The Companies Act No. 17 of 2015: Modification of provisions in relation to company whose conversion into a public company has been registered
Sections 373 to 377 apply with the following modifications in relation to a company whose conversion into a public company has been registered by the Registrar—
(a) the reference in section 373(1)(a) to a person who is a subscriber to the company's memorandum is a reference to a person who is a...
- Section 379 of The Companies Act No. 17 of 2015: Agreement for transfer of non-cash inset; effect of contravention
(1) If a public company enters into an agreement in contravention of section373 and either—
(a) the other party to the agreement has not received the valuer's report required to be sent to that party; or
(b) there has been some other contravention of the requirements of this Division that the...
- Section 380 of The Companies Act No. 17 of 2015: Liability of subsequent holders of shares
(1) If a person becomes a holder of shares in respect of which—
(a) section 368 has been contravened; and
(b) because of that contravention another person is liable to pay an amount under the provision contravened, that person is also liable to pay that amount (jointly and severally with any other...
- Section 381 of The Companies Act No. 17 of 2015: Power of Court to grant relief
(1) A person who—
(a) is liable to a company under a provision of this Division make a payment for shares in the company; or
(b) is liable to a company because of an undertaking given to it in; or in connection with, a payment for shares in the company, may apply to the Court to be exempted from...
- Section 382 of The Companies Act No. 17 of 2015: Offence to contravene section 368 or 373
If a company contravenes section 368 or 373, 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.
- Section 383 of The Companies Act No. 17 of 2015: Enforceability of undertakings to do work etc
(1) An undertaking given by any person, in or in connection with payment forshares in a company, to do work or perform services or to do any other thing, if it is enforceable by the company apart from this Division, is so enforceable by the company apart from this Division, is so enforceable even...
- Section 384 of The Companies Act No. 17 of 2015: What is the appropriate rate of interest for the purposes of this Division?
(1) For the purposes of this Division the “appropriate rate” of interest is—(a) five percent per year; or
(b) if some other rate is specified by order made under subsection (2), that other rate.
(2) The Cabinet Secretary may, by order published in the Gazette, specify a rate for the purpose of...
- Section 385 of The Companies Act No. 17 of 2015: Interpretation: Division 7
In this Division—
“arrangement” includes any agreement or scheme, and in particular includes an arrangement approved in accordance with—
(a) Part XXXIV; or
(b) any provision of laws relating to insolvency prescribed by the regulations for the purposes of this Division;
“company", except in...
- Section 386 of The Companies Act No. 17 of 2015: Company’s share premium account and application of share premiums
(1) If a company issues shares at a premium (whether for cash or otherwise),the company shall—
(a) if it has not already done so, establish an account to be called the share premium account; and
(b) transfer to that account an amount equal to the aggregate amount or value of the premiums on those...
- Section 387 of The Companies Act No. 17 of 2015: Relief from requirements as to share premiums: Group reconstruction relief
(1) This section applies if an issuing company that is a wholly-owned subsidiary of a holding company allots shares— (a) to the holding company; or
(b) to another wholly-owned subsidiary of the holding company, in consideration for the transfer to the issuing company of non-cash assets of a company...
- Section 388 of The Companies Act No. 17 of 2015: Merger relief
(1) This section applies if an issuing company acquires at least a ninety percent equity holding in another company under an arrangement providing for the allotment of equity shares in the issuing company on terms that the consideration for the shares allotted is to be provided—
(a) by the issue or...
- Section 389 of The Companies Act No. 17 of 2015: Merger relief: meaning of ninety percent equity holding
(1) This section applies for the purpose of determining whether a company has, for the purposes of section 388, acquired at least a ninety percent equity holding in another company under an arrangement referred to in subsection (1) of that section.
(2) For the purpose referred to in subsection (1),...
- Section 390 of The Companies Act No. 17 of 2015: Power to make further provision by regulations for the purposes of this Division
The regulations may prescribe provisions for either or both of the following—
(a) for relieving companies from the requirements of section 386 in relation to premiums other than cash premiums;
(b) for restricting or otherwise modifying any relief from those requirements provided by this Division.
- Section 391 of The Companies Act No. 17 of 2015: Relief may be reflected in company’s balance sheet
If an amount that corresponds to the amount representing the premiums, or part of the premiums, on shares issued by a company that, as a result of relief (if any) under this Division, is not included in the company’s share premium account, the amount can also be disregarded in determining the amount...
- Section 392 of The Companies Act No. 17 of 2015: Classes of shares
(1) For the purposes of this Act, shares are of one class if the rights attachedto them are in all respects uniform.
(2) For purposes of subsection (1), the rights attached to shares are not to be regarded as different only because they do not carry the same rights to dividends during the twelve...
- Section 393 of The Companies Act No. 17 of 2015: Variation of class rights: companies having a share capital
(1) This section is concerned with the variation of the rights attached to a class of shares in a company having a share capital.
(2) Rights attached to a class of a company’s shares may be varied only—(a) deleted by Act No. 28 of 2017, s. 25(a);
(b) if the holders of shares of that class consent...