- Section 965 of The Companies Act No. 17 of 2015: Experts and valuers: independence requirement
(1) A person satisfies the independence requirement for the purposes of section938, 953 or 964 only if—
(a) the person is not—
(i) an officer or employee of any of the companies involved in the scheme; or
(ii) a partner or employee of such a person; or a partnership of which such a person is a...
- Section 966 of The Companies Act No. 17 of 2015: Power of the Court to convene meeting of members or creditors of existing transferee company
(1) The Court may order a meeting of—
(a) the members of an existing transferee company, or a specified class of them; or
(b) the creditors of an existing transferee company, or a specified class of them,
to be convened in such manner as the Court directs. (2) An application for such an order...
- Section 967 of The Companies Act No. 17 of 2015: Court to fix date for transfer of undertaking etc of transferor company
(1) If the Court sanctions the compromise or arrangement, it shall—(a) in the order sanctioning the compromise or arrangement; or
(b) in a subsequent order made under section 927, fix a date on which the transfer or transfers to the transferee company or transferee companies of the undertaking,...
- Section 968 of The Companies Act No. 17 of 2015: Liability of transferee companies for each other’s defaults
(1) In the case of a division, each transferee company is jointly and severally liable for any liability transferred to any other transferee company under the scheme to the extent that the other company has failed to satisfy that liability. This subsection is subject to subsections (2) and...
- Section 973 of The Companies Act No. 17 of 2015: Interpretation: Part XXXVII
In this Part—
“officer", in relation to a registered foreign company, includes a local representative of the company;
“prescribed” means prescribed by the foreign companies regulations;
“registered foreign company” means a foreign company registered in accordance with this Part.
- Section 974 of The Companies Act No. 17 of 2015: When foreign company may carry on business in Kenya.
(1) A foreign company shall not carry on business in Kenya unless—
(a) it is registered under this Part; or
(b) it has applied to be so registered and the application has not been dealt with within the period prescribed for the purposes of this section.
(2) For the purposes of subsection (1),...
- Section 975 of The Companies Act No. 17 of 2015: Application for registration of foreign companies
(1) Subject to this Part, a foreign company that wishes to be registered as a foreign company shall lodge with the Registrar an application that is in accordance with this Division.
(2) The Registrar shall approve the application for registration and register the company by entering its name and...
- Section 976 of The Companies Act No. 17 of 2015: Requirements with respect to names of foreign companies
(1) In its application under section 975, a foreign company shall include particulars of the name under which it seeks to carry on business in Kenya.
(2) The name of such a company can be—
(a) the name of the company name under the law of the country or territory in which it is incorporated;...
- Section 977 of The Companies Act No. 17 of 2015: Foreign company can be registered under alternative name under which it will carry on business in Kenya
(1) A foreign company that wishes to be registered under this Part may, at any time, lodge with the Registrar for registration a statement specifying a name, other than its corporate name, under which it proposes to carry on business in Kenya.
(2) A foreign company that has registered an...
- Section 978 of The Companies Act No. 17 of 2015: Registrar to issue certificate of compliance on change of name of registered foreign company
(1) On registering a change in a registered foreign company’s name, theRegistrar shall issue to the company a certificate, under the Registrar’s common seal and in the prescribed form, certifying the company’s registration with that name.
(2) A certificate under subsection (1) is conclusive...
- Section 979 of The Companies Act No. 17 of 2015: Foreign company required to have local representative
(1) The Registrar may not register a foreign company under this Part unless the company has at least one local representative in relation to whom the foreign company has complied with the prescribed requirements of the foreign companies regulations relating to local representatives of foreign...
- Section 980 of The Companies Act No. 17 of 2015: Appointment and termination of appointment of local representation
(1) Within one month after a registered foreign company has appointed a person as a local representative of the company in Kenya, the company shall lodge with the Registrar for registration a notice of the appointment, specifying the person’s name and residential address and such other particulars...
- Section 981 of The Companies Act No. 17 of 2015: Liability of local representative
(1) A local representative of a registered foreign company—
(a) is answerable for the doing of all acts, matters and things that the company is required by or under this Act to do; and
(b) is personally liable to a penalty imposed on the company for a contravention of, or failure to comply with,...
- Section 982 of The Companies Act No. 17 of 2015: Particulars of places of businesses of registered foreign companies to be notified to Registrar
(1) A registered foreign company shall not carry on business at a place in Kenya unless the company has lodged with the Registrar for registration a notice containing the prescribed particulars of that place.
(2) A registered foreign company does not contravene subsection (1) in respect of a place...
- Section 983 of The Companies Act No. 17 of 2015: Registered foreign company to have registered office
(1) A registered foreign company shall establish and maintain a registered office in Kenya to which all communications and notices may be addressed.
(2) The company shall ensure—
(a) that its registered office is kept open on each business day from at least 10 a.m. to 12 noon and from at least 2...
- Section 984 of The Companies Act No. 17 of 2015: Registered foreign company to display its name at office and places of business
(1) A registered foreign company shall paint or affix and keep painted or affixed, in a conspicuous position and in letters easily legible, on the outside of every office and place (including its registered office) that is in Kenya, at which its business is carried on and that is open and accessible...
- Section 985 of The Companies Act No. 17 of 2015: Registered foreign company to state its name and other information in documents and communications relating to its business in Kenya
(1) A registered foreign company shall—
(a) state its name and other specified information in prescribed classes of documents and communications relating to its business in Kenya; and
(b) provide prescribed information on request to those with whom it deals in the course of carrying on its...
- Section 986 of The Companies Act No. 17 of 2015: Registered foreign company to give notice of certain changes relating to its constitution, directors and business in Kenya
(1) A registered foreign company shall, within one month after a change occurs in—
(a) its constitution or any other document lodged in relation to the company;
(b) its directors;
(c) the powers of any directors who reside in Kenya and members of a
Kenyan board of directors of the company;...
- Section 987 of The Companies Act No. 17 of 2015: Copies of registered foreign company’s financial statements and other documents to be lodged with Registrar
(1) Subject to this section, a registered foreign company shall, at least once in every calendar year and at intervals of not more than fifteen months, lodge a copy of its financial statement made up to the end of its last financial year, in such form and containing such particulars, and including...
- Section 988 of The Companies Act No. 17 of 2015: Provision for registration of charges over Kenyan property of foreign company
(1) The foreign companies regulations may provide for the registration ofspecified charges over property in Kenya of a registered foreign company.
(2) Those regulations may provide for—
(a) the circumstances in which property is to be regarded, as being, or not being, in Kenya or in a particular...
- Section 989 of The Companies Act No. 17 of 2015: Registered foreign company to lodge certain returns with Registrar
(1) A registered foreign company shall, as and when required to do so by theRegistrar, provide the Registrar with such returns, containing such information, relating to the company as the Registrar may reasonably require.
(2) If a registered foreign company fails to comply with subsection (1),...
- Section 990 of The Companies Act No. 17 of 2015: Natural person’s residential address to be protected from disclosure
If a provision of this Part, or of the foreign companies regulations, requires a registered foreign company to register particulars of a natural person’s usual residential address, the provision is required to include provisions that safeguard that address from disclosure.
- Section 991 of The Companies Act No. 17 of 2015: Local representative of registered foreign company to notify Registrar of certain events affecting the company
(1) Within one month after a registered foreign company has ceased to carryon business in Kenya, each person who, on the day when the company’s business in Kenya ceased, was a local representative of the company in Kenya shall lodge with the Registrar for registration a notice of that...
- Section 992 of The Companies Act No. 17 of 2015: Power of Registrar to strike registered foreign company's name from Register of Foreign Companies in certain circumstances
(1) On forming a reasonable belief that a registered foreign company—
(a) is not carrying on business in Kenya (otherwise than as a result of a notice lodged under section 991); or
(b) is carrying on such a business without having a local representative, the Registrar may send to the company a...
- Section 993 of The Companies Act No. 17 of 2015: Restoration of foreign company to Foreign Companies Register in certain circumstances
(1) If the Registrar is satisfied that a foreign company’s name was struck off the Foreign Companies Register as a result of an error on the Registrar’s part, the Registrar may restore the foreign company’s name to that Register, and if the Registrar does so, the foreign company’s name is taken...
- Section 994 of The Companies Act No. 17 of 2015: Registrar to keep Foreign Companies Register
(1) The Registrar shall establish and maintain a register, called the Foreign Companies Register.
(2) The Registrar shall enter in the Foreign Companies Register the names and prescribed particulars of all registered foreign companies, and may enter in the Register such other particulars in respect...
- Section 995 of The Companies Act No. 17 of 2015: Power of Cabinet Secretary to make foreign companies regulations
(1) The Cabinet Secretary may make regulations (called foreign companies regulations) prescribing matters—
(a) required or permitted by this Part to be prescribed by regulations; or
(b) necessary or convenient to be prescribed by such regulations for carrying out or giving effect to this...
- Section 996 of The Companies Act No. 17 of 2015: Liability of officers who are in default
(1) If a provision of this Act provides that an officer of a company who is in default commits an offence, the officer commits the offence only if the officer—
(a) authorises or permits;
(b) participates in; or
(c) fails to take all reasonable steps to prevent, the contravention of the act or...
- Section 997 of The Companies Act No. 17 of 2015: Application of section 996 to bodies other than companies
(1) Deleted by Act No. 28 of 2017, s. 55(b).
(2) In its application to a body corporate other than a company, section 996 is to be read as if—
(a) the reference to a director of the company were—
(i) if the body's affairs are managed by its members, a reference to a member of the body;
(ii) in...
- Section 998 of The Companies Act No. 17 of 2015: Proceedings against unincorporated bodies
(1) Proceedings for an offence under this Act alleged to have been committed by an unincorporated body may be brought only in the name of the body (and not in that of any of its members).
(2) For the purposes of any such proceedings, rules of Court relating to theservice of documents have effect as...