The plaintiff sued the defendant for repayment of money borrowed on. Duties of the board of directors under the kenyan companies. One major change introduced is the exemption of capital gains arising from the transfer of shares traded on any securities exchange licensed by the capital markets authority. Introduction we all know or, at some point, have heard about kenyas companies act, 2015 hereinafter referred to as the act which was enacted on 11th september, 2015. Turquand 1856, the defendant was a liquidator of a mining and railway company. This entry also covers rules by which partnerships and trusts are governed in kenya, together with albeit in less detail cooperatives and sole. Section 394 of the insolvency act states that within 14 days after a company has passed a resolution for voluntary liquidation, it shall publish a notice to that effect once in the gazette and once in at least two newspapers circulating in the area in which the company has its principal place of business in kenya and on the companys website. The share capital of the company as at the date of the amendment of these articles is kenya shillings 10,008,150,008 divided into 179,578,600 ordinary shares of kenya shillings 5 each and 2,051,400 ordinary class a shares of kenya shillings 5 each and 123,478,388 redeemable. Companies and partnerships compared a a company can be created only by certain prescribed methods most. Some of its provisions came into effect on january 18, 2016 by way of legal notice no. While it was initially an exception to the rule in foss v harbottle, the derivative action has now been codified in the companies act 2015 the act.
Published by the national council for law reporting with the authority of. On september 11, 2015, the president assented to the companies act, 2015, which repeals the 1948 companies act cap 486. Drastic changes to requirements for registration of. This briefing does not include a detailed analysis of the fiscal provisions of pa 2015. The act was enacted for purposes of harmonizing and consolidating procedural rules for the. Definition of the act for the purposes of these regulations 3. The companies act, 2015 was assented by the president on 11 th september 2015 with only section 2 of the act coming into operation on the date of gazettement on 15 th september 2015. Sep 16, 2015 during the annual general meeting, the minutes must be signed by the company chairperson and the company secretary. This writeup provides basic information on what the users of. How to add or remove a limited company director in kenya. Hi fellow law students, here i am sharing lecture notes in ebook format pdf for the subject company law for llb and ba.
Part hia companys constitution division iarticles of association 20regulations may prescribe model articles. Short title this act may be cited as the state corporations act. A further provision is made that will now enable a company to have an official seal for use outside kenya. The objects for which the association is established are. Section i on 15th september, 2015 all other provisions. The minutes should show clearly that the directors agreed to add or remove directors. The registered office of the association will be situate in kenya. Public procurement act, 2015 acf presentation robert grant 18 may 2017. The set of regulations required by registrar of companies for company incorporation in kenya or in other words company formation in kenya for public, private and foreign company registration in kenya and sole proprietorship be legally registered are contained in the new companies act 2015 of the laws of kenya. Finance act 2015 insight 3 preamble the finance act 2015 was signed by the president and gazetted on 15 september 2015. A company thus has legal rights and obligations in the same way that a natural person does.
In legal theory the word company demands an association of a member of persons who come together for some common object or objects. In my opinion, this section eliminates the effect of the rule in turquands. Companies act, 2015 memorandum and articles of association of. Among the many changes that come with the 2015 act are new requirements for registration of foreign companies in kenya. Provisions supplementing definitions of parent undertaking and subsidiary undertaking. The insolvency bill was assented to by the president on 11 th september 2015 and will come into operation on such date as the cabinet secretary may direct by notice in the kenya gazette. The paper discusses derivative actions under the kenyan companies act 2015 and argues that the right to derivative actions under the act is anachronistic as it only seems to codify common law principles on derivative actions. To add or remove a director of a limited company in kenya, the following steps must be followed. See section 1 3 and 4 arrangement of sections section part ipreliminary i short title and commencement. The cabinet secretary for industrialisation, adan mohamed, said that the day when president uhuru kenyatta signed 4 bills into law the companies.
Companies act 71 of 2008 english text signed by the president assented to. These regulations come into force on 6th april 2015 and extend to the whole of the united kingdom, reflecting the extent of the companies act 2006 c. Oct 04, 2016 section 342iii of the companies act 2015 provides presumptions that apply to persons dealing with a company in good faith and explains that a person is not deemed to be acting in bad faith merely due to the knowledge that an act is beyond the directors powers. In the spirit of inspiring foreign direct investment and positioning kenya as a prominent business hub in the region, the president of kenya assented to the special economic zones act, 2015 seza or the act on 11 september 2015. The public health act supports dealing with current and emerging public health issues including communicable disease prevention and control, health. Print email download the insolvency act 2015 in pdf 5mb prev. Business registrations service act is also to establish a new brs service across the country for new business setups. Guidelines to the companies act, 2015 state law office.
The companies act 2015 the act is amongst a suite of new laws intended to streamline business in kenya, by making it easier for entities to. Annual meeting and extraordinary meeting mean respectively an annual. Mar 22, 2016 winding up under insolvency act, 2015 members voluntary liquidation under the insolvency act, 2015 the insolvency bill was assented to by the president on 11 th september 2015 and will come into operation on such date as the cabinet secretary may direct by notice in the kenya gazette. Companies amendment act 3 of 2011 act to provide for the incorporation, registration, organisation and management of companies, the capitalisation of profit companies, and the registration of offices of. It is an exciting time for the business community in kenya. Circumstances in which person acts as insolvency practitioner. Step 2 fill form 203 a to show the outgoing directors or incoming directors step 3 fill the. While it was initially an exception to the rule in foss v harbottle, the derivative action has now been codified in the companies. Examination of books of person carrying on banking business without a licence 5.
The act which will come into operation on 15 december 2015 provides for the. Summary of the companies act 2015 commencement capita. The companies act principal legislation arrangement of sections section title part i preliminary 1. A legal notice issued by the cabinet secretary for finance on 14 january 2016 appointed 19 january 2016 as the date the act came into operation. It is a 759 paged document with 1026 sections with 6. This is the primary legislation that deals with companies and applies to companies directly. Return as to interest paid or credited by banks, etc. Jun 22, 2016 section 394 of the insolvency act states that within 14 days after a company has passed a resolution for voluntary liquidation, it shall publish a notice to that effect once in the gazette and once in at least two newspapers circulating in the area in which the company has its principal place of business in kenya and on the companys website. The president of kenya assented to the new tax procedures act, 2015 the act on 18 december 2015. The name of the association is african securities exchanges association. Appointment of receiver for failure to hold licence 6. Apr 05, 2016 introduction we all know or, at some point, have heard about kenyas companies act, 2015 hereinafter referred to as the act which was enacted on 11th september, 2015. Winding up under insolvency act, 2015 the lex jotter.
A company is a corporation an artificial person created by law. Companies act 2015 kenya the rule in the turquands case visavis the companies act 2015. Step 1 fill a form of transfer of shares that is filled and signed by all the concerned parties. The act is, in my opinion, the most comprehensive and extensive legislation kenya has ever enacted. All other parts and sections were to come into operation upon a gazette notice by the cabinet secretary responsible for company matters, the attorney general. The registered office of the company will be situate in kenya. Laws of kenya income tax act chapter 470 revised edition 2018 2012. Change of name by means provided for in articles of company. A company is an artificial legal person created by. An introduction kenya company law is that body of rules which regulates corporations formed under the kenya companies act. Posted on october 4, 2016 october 1, 2016 by legalconsultantsafrica in the case of royal british bank v.
Part ii incorporation of companies and m atters incidental thereto chapter i the compnys memorandum and articles memorandum of association 3. In my view the provisions of the companies act 2006 amendment of part 17 regulations 2015 are compatible with the convention rights. In case a director is leaving the company, heshe should provide a resignation affidavit which can be in the form of resignation letter. The companies act 2015 the insolvency act 2015 the societies act, chapter 108 of the laws of kenya 1998 the trustees perpetual succession act, chapter 164 of the laws of kenya 1981 the trustee act, chapter 167 of the laws of kenya 1929 the value added tax act act no. A number of the processes involved in the registration and running a company have been simplified. Members voluntary liquidation under the insolvency act, 2015. Amends section 127 section 127 of the principal act is amended by deleting the full stop and inserting a semicolon in paragraph iii and by inserting after that paragraph the following is a company registered under this act that has converted from an exempted partnership under section c of the exempted. Provisions supplementing definitions of parent undertaking and subsidiary undertaking 1 for the purposes of the definition of parent. Companies act, 2015, the attorney general makes the following. A company is a business organisation which earns income by the production or sale of goods or services. Prescribed forms the forms set out in the first schedule are the forms that are prescribed for use under the provisions of the act specified in the forms.
Social security house, block a, 17th eastern wing, 23rd floor eastern wing p. The companies act, 2015 section 3 defines a company to mean a company formed and registered under this act or an existing company. Our tax team will provide a further briefing on tax aspects in due course. Tanzania petroleum act 2015 highlighted in this months energy briefing is the new petroleum act 2015 pa 2015 related to upstream, midstream and downstream petroleum activities. Drastic changes to requirements for registration of foreign. The new companies act 2015 has come into operation in kenya. The companies act 2006 amendment of part 18 regulations 2015. The insolvency act 2015 ministry of industry, trade and. The electricity act, 2015 actg of 2015 arrangement of sections part ipreliminary 1. Guidelines to the companies act, 2015 state law office and. Registration the new companies act 2015 has been commenced. Definition of expressions used in these articles 1 in these articles a the act means the companies act, 2015. Company registration in kenya done faster and cheaply.
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