- Section 545 of The Companies Act No. 17 of 2015: Application of proceeds of sale under order of Court
(1) If shares are sold in accordance with an order of the Court under section544, the seller shall pay the proceeds of the sale, less the costs of the sale, into court for the benefit of the persons who hold beneficial interests in the shares.
(2) A person who holds a beneficial interest in the...
- Section 546 of The Companies Act No. 17 of 2015: Power of members of company to require company to act
(1) The members of a company may require it to exercise its powers undersection 536.
(2) A company shall comply with such a requirement once it has receivedrequests (to the same effect) from members of the company holding at least ten percent of such of the paid-up capital of the company as confer...
- Section 547 of The Companies Act No. 17 of 2015: Duty of company to comply with requirement
(1) A company that is required under section 546 to exercise its powers torequire a person to provide information about their interests in the company’s share, shall exercise those powers in the manner specified in the requests.
(2) If the company fails to comply with subsection (1), the company,...
- Section 548 of The Companies Act No. 17 of 2015: Report to members on outcome of investigation
(1) On the conclusion of an investigation carried out by a company in accordance with a requirement made under section 546, the company shall prepare a report of the information obtained as a result of the investigation.
(2) The company shall ensure that the report is made available for inspection...
- Section 549 of The Companies Act No. 17 of 2015: Offences relating to a failure to comply with requirement of section 560
(1) If a company fails to comply with a requirement of section 548(1) to (6), 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) Deleted by Act No. 28 of 2017, s....
- Section 550 of The Companies Act No. 17 of 2015: Right to inspect and request copy of reports
(1) A company that has prepared a report in accordance with section 548 shall ensure that during the company’s ordinary business hours it is available for inspection by any person without charge.
(2) A company shall allow any person who makes a request to the company to inspect a report prepared in...
- Section 551 of The Companies Act No. 17 of 2015: Company to keep register of interest disclosed
(1) A company shall keep a register of information that it has obtained as a result of a requirement imposed under section 536.
(2) Within three days after receiving any such information, the company shall enter in the register—
(a) the fact that the requirement was imposed and the date on which...
- Section 552 of The Companies Act No. 17 of 2015: Register to be kept available for inspection
(1) Except in so far as the regulations otherwise provide, a company shall keep the register required by section 551 available for inspection at the company’s registered office.
(2) If a company fails to comply with subsection (1), the company, and eachofficer of the company who is in default,...
- Section 553 of The Companies Act No. 17 of 2015: Rights to inspect and require copy of entries
(1) A company that is required to keep a register under 551, shall keep the register open during the company’s ordinary business hours for inspection by any person without charge.
(2) Any person who requests a copy of any entry in the register is entitled, on payment of such fee (if any) as may be...
- Section 554 of The Companies Act No. 17 of 2015: Court supervision of purpose for which rights may be exercised
(1) A company that receives a request under section 553 shall—
(a) comply with the request if it is satisfied that it is made for a proper purpose; and
(b) refuse the request if it is not so satisfied.
(2) If the company refuses the request, it shall inform the person making the request, stating...
- Section 555 of The Companies Act No. 17 of 2015: Register of interests disclosed: refusal of inspection or default inproviding copy
(1) If a company refuses to allow an inspection required under section 553, or fails to provide a copy required under that section, otherwise than in accordance with an order of the Court, the company, and each officer of the company who is in default, commit an offence and on conviction are each...
- Section 556 of The Companies Act No. 17 of 2015: Register of interests disclosed: offences in connection with request for or disclosure of information
(1) A person who, in making a request under section 553, makes a statementthat the person knows is, or ought to know is, false or misleading in a material respect commits an offence.
(2) A person who, having obtained possession of information by exercise ofeither of the rights conferred by section...
- Section 557 of The Companies Act No. 17 of 2015: Entries not to be removed from register
(1) A company that is required to keep a register under section 551 shall notdelete an entry in it except in accordance with section 558 and 559.
(2) If an entry is deleted in contravention of subsection (1), the company shallrestore it as soon as reasonably practicable afterwards.
(3) If a...
- Section 558 of The Companies Act No. 17 of 2015: Removal of entries from register: old entries
A company may remove an entry from the register kept under section 551 if more than six years have elapsed since the entry was made.
- Section 559 of The Companies Act No. 17 of 2015: Removal of entries from register: incorrect entry relating to third party
(1) This section applies if, in accordance with an obligation imposed by a noticeunder section 536, a person gives to a company the name and address of another person who holds an interest in shares of the company.
(2) That other person may apply to the company for the removal of the entryfrom the...
- Section 560 of The Companies Act No. 17 of 2015: Adjustment of entry relating to share acquisition agreement
(1) If a person who is identified in the register kept by a company under section551 as being a party to an agreement to which section 566 applies ceases to be a party to the agreement, the person may apply to the company for the inclusion of that information in the register.
(2) If the company is...
- Section 561 of The Companies Act No. 17 of 2015: Duty of company ceasing to be public company
(1) A company that ceases to be a public company shall nevertheless continueto keep any register kept under section 551 until end of the period of six years after it has ceased to be such a company.
(2) If a company fails to comply with subsection (1), the company, and each officer of the company...
- Section 562 of The Companies Act No. 17 of 2015: Interest in shares: general
(1) This section applies to determine for the purposes of this Part whether a person has an interest in shares.
(2) In this Part—
(a) a reference to an interest in shares includes an interest of any kind whatsoever in the shares; and
(b) any restraints or restrictions to which the exercise of any...
- Section 563 of The Companies Act No. 17 of 2015: Interest in shares: right to subscribe for shares
(1) Section 536 applies in relation to a person who has, or previously had, oris or was entitled to acquire, a right to subscribe for shares of the company as it applies in relation to a person who holds or held an interest in shares of that company.
(2) A reference in section 536 to an interest in...
- Section 564 of The Companies Act No. 17 of 2015: Interest in shares: family interests
(1) For the purposes of this Part, a person is taken to hold an interest in sharesin which—
(a) the person's spouse; or
(b) any child or step-child of the person who has not reached the age of eighteen years, holds an interest.
(2) In subsection (1), "spouse" means a husband or wife.
- Section 565 of The Companies Act No. 17 of 2015: Interest in shares: corporate interests
(1) For the purposes of this Part, a person is taken to hold an interest in shares if a body corporate holds an interest in them and—
(a) the body or its directors are accustomed to act in accordance with the person's directions or instructions; or
(b) the person is entitled to exercise or control...
- Section 566 of The Companies Act No. 17 of 2015: Interest in shares: agreement to acquire interests in a particular company
(1) For the purposes of this Part an interest in shares may arise from an agreement between two or more persons that includes provision for the acquisition by any one or more of them of interests in shares of a particular public company (the “target company” for that agreement).
(2) This section...
- Section 567 of The Companies Act No. 17 of 2015: Extent of obligation in case of share acquisition agreement
(1) For the purposes of this Part each party to an agreement to which who is for the time being a party to an agreement to which section 566 applies is taken to have an interest in all shares of the target company in which any other party to the agreement is interested apart from the agreement...
- Section 568 of The Companies Act No. 17 of 2015: Information protected from wider disclosure
(1) A company may not—
(a) include information in respect of which a company is for the time being entitled to any exemption conferred by regulations made for the purpose of section 647 in a report under section 548; or
(b) make any such information available under section 553.
(2) If any such...
- Section 569 of The Companies Act No. 17 of 2015: Calculating periods for fulfilling obligations
If the period allowed by any provision of this Part for fulfilling an obligation is expressed as a number of days, any day that is not working day is to be disregarded in calculating that period.
- Section 570 of The Companies Act No. 17 of 2015: Perpetual debentures
(1) A condition contained in debentures, or in a deed for securing debentures,is not invalid only because the debentures are made—
(a) irredeemable; or
(b) redeemable only—
(i) on the happening of a contingency, however remote; or (ii) at the end of a period, however long.
(2) Subsection (1)...
- Section 571 of The Companies Act No. 17 of 2015: Enforcement of contracts to subscribe for debentures
A contract with a company to take up and pay for debentures of the company may be enforced by an order for specific performance.
- Section 572 of The Companies Act No. 17 of 2015: Company to register allotment of debentures
(1) A company shall register an allotment of debentures as soon as practicable,and in any event within two months, after the date of the allotment.
(2) If a company fails to comply with subsection (1), the company, and eachofficer of the company who is in default, commit an offence and on...
- Section 573 of The Companies Act No. 17 of 2015: Company to establish and maintain register of debenture holders
(1) A company that allots debentures shall establish and maintain a register of debenture holders.
(2) Except in so far as the regulations otherwise provide, a company shall ensure its register of debenture holders (if any) is kept open for inspection—
(a) at the registered office;
(b) if the...
- Section 574 of The Companies Act No. 17 of 2015: Rights of debenture holders and others to inspect and obtain copies of register of debenture holders
(1) A company that is required to keep a register of debenture holders shall, except when it is duly closed, ensure that the register is, during ordinary office hours, kept available for inspection—
(a) by a member of the company or a holder of the company's debentures, without charge; and
(b) by...