Companies Act

The Cabinet Secretary must bring the remaining provisions into operation by notice in the Gazette; if the Cabinet Secretary fails to commence them within nine months, Parliament may bring those provisions into operation by resolution of each House.

The Act's objects are to facilitate commerce, industry and other socio-economic activities by enabling one or more natural persons to incorporate as entities with perpetual succession, with or without limited liability, and to provide for the regulation of those entities in the public interest, particularly in the interests of their members and creditors.

Section 3 sets out interpretation rules and many defined terms used in the Act, including rules on "address", "company", share capital references, insolvency references, and that definitions apply unless the context otherwise requires.

Defines when a company is taken to control another company's board: if it can appoint or remove all or a majority of the other's directors without any other person's consent, and sets related rules about how shares and powers held in fiduciary, nominee, subsidiary, debenture or security contexts are treated for that definition.

Section 10 is titled "Public companies".

To form a company, persons must subscribe their names to a memorandum of association and comply with the requirements of sections 13 to 16 for registration; a company formed for an unlawful purpose may not be registered.

Subscribers to the memorandum must express a wish to form a company, agree to become members and, for a company with share capital, take at least one share; the memorandum must be in the form prescribed by the regulations and authenticated by each subscriber.

Lists the documents and particulars required for registration of a company, including application, memorandum, proposed articles, proposed name and registered office, liability type, company type (private or public), statements of capital or guarantee, proposed officers and beneficial owners, document formality requirements, and attestation of subscriber signatures.

Applicants for registration must provide a statement of capital and initial shareholdings that includes specified items (total number of shares taken on formation, aggregate nominal value, particulars of rights, class totals and nominal values, amounts paid and unpaid, and subscriber identification including nominee details).

Applicants registering a company limited by guarantee must ensure the statement of guarantee includes the prescribed information so subscribers to the memorandum can be identified.

The applicant for registration must ensure the company's statement of proposed officers complies with subsections (2) and (4).

Applicants for registration must ensure the company's statement of particulars of beneficial owners complies with subsection (2).

If satisfied that an application meets the Act's registration requirements, the Registrar must register the company and allocate it a unique identifying number.

When a company is registered in accordance with section 17, the Registrar must issue the company a certificate of incorporation that complies with this section and must sign and authenticate that certificate with the Registrar's official seal.

The subscribers to the memorandum and any persons who later become members become a body corporate named in the certificate of incorporation.

Defines a "limited company" as a company limited by shares or by guarantee.

Defines when a company is a 'company limited by shares': where members' liability is limited by the company's articles to any amount unpaid on their shares.

Defines a "company limited by guarantee" by three criteria: (a) it does not have a share capital; (b) members' liability is limited by the company's articles to the amount they undertake to contribute on liquidation; and (c) its certificate of incorporation states it is a company limited by guarantee.

There is no limit on the liability of its members.

Section 9 defines characteristics and membership rules for private companies and explains who counts as a member.

Regulations may prescribe model articles (including different versions); a company may adopt any prescribed provisions; amendments to prescribed model articles do not affect companies already registered before the amendment.

If a company's own articles are absent or do not modify the model articles, the relevant model articles form part of that company's articles as if registered.

A company may amend its articles only by special resolution.

Amendments that force a member to take more shares or increase the member's liability bind the member only if the member agrees in writing, either before or after the amendment.

A company that amends its articles must lodge a copy of the amended articles with the Registrar for registration within fourteen days of the resolution; failure is an offence liable to fines up to 200,000 shillings, and continuing failure after conviction is a daily offence liable to fines up to 20,000 shillings per day.

A company must comply with a written notice to lodge amended articles or a document evidencing amendment within twenty eight days; failure leads to offences and fines.

Existing companies' provisions in the memorandum are treated as provisions of the articles.

Companies must lodge copies of certain resolutions or written memoranda with the Registrar; the Registrar must record lodged items; failure by a company or its officers is an offence punishable by fines.

On receipt of a notice of amendment, the Registrar must register it.

Section 29 lists documents a company must provide to a member on request and sets costs, offence and fines for non‑compliance.

A company's constitution binds the company and its members as if they had agreed to observe it; money payable by a member to the company under the constitution is recoverable in court as a debt.

A provision in the articles or in a company resolution that gives a person a right to participate in the divisible profits otherwise than as a member is void.

Enactments and rules of law that apply to companies with two or more persons also apply, with necessary modifications, to a company formed by one person or having only one member.

The validity of an act or omission of a company may not be challenged for lack of capacity because of a provision in the company’s constitution.

Directors have the power to bind the company (or authorise others) free of limitations in the company's constitution when dealing with a person in good faith; third parties dealing in good faith are not required to enquire into such limitations, are presumed to have acted in good faith unless proved otherwise, and a member may bring proceedings to restrain acts beyond directors' powers subject to an exception.

A company may make contracts in writing, and contracts may be made on its behalf by a person acting under its authority (express or implied); formalities that apply to natural persons' contracts also apply to company contracts unless a contrary intention appears.

If a company enters a transaction involving a director or a person connected to a director, the company may void the transaction; the director must account for any gain and indemnify the company for loss, subject to exceptions and court orders.

A company’s document is effective for a purchaser if it appears signed either by two authorised signatories or by a director (including a former director) in the presence of a witness; if one person signs for multiple companies they must sign separately for each; 'purchaser' is defined to include persons who acquire an interest for valuable consideration.

Section 38 has been deleted by Act No. 1 of 2020, section 31.

A deed must be duly executed by the company (the company whose shares are the subject of a takeover offer) and delivered; a document is presumed delivered when executed unless a contrary intention is proved.

A company may in writing authorise a person to execute deeds or other documents on its behalf; such deeds or documents executed by an authorised person have the same effect as if executed by the company.

A company's document or proceedings that require authentication are sufficiently authenticated if signed by a person the company has authorised to act on its behalf.

This section has been deleted.

Section 43 has been deleted.

If someone purports to act for a company that is not yet formed and makes a contract or deed, that person is personally liable on the contract.

A company is bound by a bill of exchange or promissory note if it was made, accepted or endorsed in the company's name, by or on behalf of, or on account of the company, by a person acting under the company's authority.

A company must at all times have a registered office where communications and notices may be addressed.

Section 47. Company tonotifychange ofaddressof registered office Section 47(1) A company may change the address of its registered office by lodging with the Registrar ("the person for the time being holding office as Registrar of Companies

Defines persons who are 'connected with' a director for this Part, listing family members, connected bodies corporate, certain beneficiaries and trusts (with an exclusion for employee share or pension schemes), and partners.

Members of a director’s family (as stated): "a former director;" and 's spouse.

Defines when a director is 'connected' with a body corporate: if the director is interested in at least twenty percent of the company's issued share capital or can exercise or control more than twenty percent of the voting power; also directs that the First Schedule rules apply and that treasury shares and their voting rights are disregarded.

Rules for when a director is to be regarded as controlling a body corporate: having an interest in equity share capital; entitled to exercise or control voting power; being interested in more than fifty percent of share capital; or entitled to exercise or control more than fifty percent of voting power.

Defines when two bodies corporate are treated as associated: when one is a subsidiary of the other or both are subsidiaries of the same body corporate.

This section is titled "References to company’s constitution."

Private companies must have at least one director; public companies must have at least two directors.

A company must have at least one director who is a natural person.

The Registrar may direct a company (in breach of section 128 or 129) to make specified appointments and comply within a period of not less than one month and not more than three months; failure is an offence punishable by fines (up to 500,000 shillings, and thereafter up to 50,000 shillings per day).

Persons under eighteen years of age may not be appointed as directors.

A public company must ensure that a single-resolution appointment of two or more directors at a general meeting is moved only after the meeting first agrees that it should be moved without any vote against it.

The acts of a director (including a former director) are valid even if the resolution appointing that director is void under section 132.

Companies must keep a register of directors, make it available for inspection (members free; others for a prescribed fee), and face offences and fines for non-compliance; the Court can order inspection and costs where refusal is unjustified.

Section lists particulars about natural-person directors that are to be registered, including name, service address, usual residence, nationality, business or occupation, date of birth, and other directorships.

Particulars of directors to be registered: corporate directors; the body's corporate name.

Every company must keep a register of directors' residential addresses containing each director's usual residential address; limited entries are allowed where the residential and service addresses are the same; failure leads to offences and fines.

Companies must notify the Registrar in writing when a director is appointed, ceases to hold office, or when particulars in the register of directors or their residential addresses change.

Companies must keep a register of nominee directors at their registered office and lodge it (and later amendments) with the Registrar within specified time limits; a penalty applies for failure to lodge.

A company may remove a director by ordinary resolution at a meeting.

Directors (including former directors) owe the general duties set out in this Division to the company; those duties include the duty in section 146 about exploiting property, information or opportunity learned while a director and the duty in section 147 for acts or omissions before ceasing to be a director; the general duties are based on common law and equitable principles and are to be interpreted and applied in the same way as those principles.

When notice of a resolution to remove a director is given, the company must send a copy of that notice to the director; the director may make written representations within twenty-one days and may be heard at the meeting; the company must notify members about the representations and send copies to members; if copies are not sent in time the director may require them to be read at the meeting; the Court may order that defamatory representations need not be sent or read.

Directors must act within their powers and must act in accordance with the company's constitution.

Directors must promote the success of the company, taking into account specified factors such as long-term consequences, employee interests, business relationships, community and environmental impact, reputation, and fairness between directors and members.

Directors must exercise independent judgment, subject to clauses allowing action under a company agreement or the company's constitution.

Directors must exercise reasonable care, skill and diligence.

Directors must avoid situations where their personal interests conflict or may conflict with the company's interests; other directors may authorise conflicts in specified ways; a contravening director commits an offence and may be disqualified for up to five years.

Persons (including directors) must not accept benefits from third parties; certain benefits for services provided to the company are excluded; contravention is an offence with fines and forfeiture.

Breach or threatened breach of the general duties of directors carries the same consequences as the corresponding common law or equitable rules, and those duties (except the duty in section 145) are enforceable in the same way as other fiduciary duties owed to a company by its directors.

More than one general duty may apply to a director (including a former director) in a given case, except as otherwise provided.

If authorised by the directors (or if section 151 is complied with), a transaction or arrangement is not liable to be set aside; approval requirements in Division 5 still apply and directors may be exempt from complying with sections 146 or 147 when approval is given or not required.

Directors must declare any interest in a proposed or existing transaction or arrangement, and make the declaration before the company enters into that transaction or arrangement.

If a director is required to declare an interest, the director must give a written notice to the other directors; the director may give that notice in hard copy or, where the recipient has agreed, in an agreed electronic form.

A general notice must state the nature and extent of a director's interest to be effective, and the director must take reasonable steps to ensure the notice is brought to the attention of directors and read at the next directors' meeting.

The company (the company whose shares are the subject of a takeover offer) must record the declaration in writing.

Section 155 defines what counts as a "credit transaction" by listing types of supply or disposition of goods, land or services (including hire-purchase, conditional sale, leases, deferred payment arrangements and retention of title) and provides related definitions for "conditional sale agreement" and "services".

Defines "quasi-loan" by listing forms of payment or agreement that create a borrower's liability, states that the person to whom a quasi-loan is made is the borrower, and provides that the borrower's liabilities include liabilities of anyone who agrees to reimburse the creditor on the borrower's behalf.

Section requires members’ approval by resolution for certain long-term service contracts of directors in takeover-related companies and sets related continuation, notice and validation rules.

Members' approval is required for substantial non-cash asset transactions between a company and a director (or connected person); holding company members' approval is also required in certain cases.

Creates an exception for transactions between a company and its members or other group companies.

Section 160 creates exceptions where a company to which the section applies is in liquidation (except a members' voluntary liquidation) or is under administration; it also addresses exceptions relating to members (160(2)(a)) and arrangements entered into by such a company (160(2)(b)).

Directors (and persons connected to them) do not need approval under section 158 for transactions on an approved securities exchange if the transaction is effected through an independent broker.

Persons who enter into arrangements or transactions in contravention of section 158 must account for any gains to the company and indemnify the company for losses; certain directors may be exempt if they show they took all reasonable steps.

If the members of the company (or the holding company) pass a resolution under section 163(1)(a) or (b) affirming a transaction or arrangement, that transaction or arrangement can no longer be avoided under section 162; and a period that exceeds three months is not a reasonable period for the purposes of subsection (1).

Member approval by resolution is required for loans to a director or for guarantees or security given in connection with such loans.

A company must not make quasi-loans to (or provide guarantees/security for quasi-loans to) its directors (or directors of its holding company) unless the transaction is approved by a members' resolution; where applicable, the holding company's members must also approve. Notices/resolutions must provide specified particulars and follow the stated notice/meeting availability rules.

Members' approval is required before a public company (or a company associated with a public company) makes a loan or quasi‑loan to, or gives a guarantee or security for a loan to, a person connected with a director.

Members' approval is required for certain credit transactions benefiting a director or connected person of a public company (or company associated with a public company); holding company members must also approve in specified cases; notice and written-resolution procedures and disclosure requirements are set out.

Arrangements that substitute a related transaction require approval by a members’ resolution of the company (and in some cases the holding company).

Provides exceptions for expenditure on company business referencing the company whose shares are the subject of a takeover offer and a former director, to enable the director to properly perform duties and to enable such persons to avoid incurring expenditure.

Directors (including former directors) may have expenditure on defending criminal or civil proceedings in connection with alleged negligence, default, breach of duty or breach of trust paid or enabled, subject to the conditions and finality rules in subsection (2) and the other provisions of section 170.

Provides an exception for expenditure in connection with regulatory action or investigation.

Sets exceptions for minor and business transactions where transaction values do not exceed specified thresholds (one million shillings; seven million five hundred thousand shillings) and where transactions are in the ordinary course of the company’s business.

Lists exceptions for intra-group transactions including loans or quasi-loans to an associated body corporate and guarantees or security in connection with such loans or credit transactions for the benefit of an associated body corporate.

Permits a company (the subject of a takeover offer) to enter into loans, quasi-loans, guarantees or securities in specified cases (ordinary course, comparable value/terms, loans to directors or employees under stated conditions, and certain residential loan purposes).

Defines when a transaction or arrangement counts as an "other relevant transaction or arrangement" for deciding whether certain exceptions (to sections 164–167) apply, and sets conditions in subsections (3)–(6) relating to directors, persons connected, companies, subsidiaries and holding companies.

Sets how to determine the value of transactions and arrangements by specific rules in subsections (2)–(7); when a value cannot be expressed in money it is taken to exceed five million shillings.

Defines who counts as "the person for whom a transaction or arrangement is entered into" and, for a loan or quasi-loan, identifies that person as the person to whom the loan is made.

This section makes transactions entered in contravention of sections 164–167 subject to civil consequences including restitution being impossible in some cases, liability to account for gains, and liability to indemnify the company; certain persons (directors or connected persons) may be exempt if they can establish specified defences.

Section 179. Loansetc: effect of subsequent affirmation

Section 180 lists types of payments related to loss of office for a former director and states that compensation can include non-cash benefits; payments to connected persons or payments made at a director's direction are treated as payments to the director; and a payment by one person can include a payment by another at that person's direction.

Excess amounts or consideration given to a former director by someone other than the company are treated as payments for loss of office.

A company must not pay a director compensation for loss of office unless the payment is approved by a resolution of the members.

Members must approve any payment for loss of office to a director in connection with a transfer of the company's undertaking or property; approval must be by members' resolution.

A person must not pay a former director compensation for loss of office related to a share transfer from a takeover bid unless shareholders approve the payment by resolution.

Section 185 lists exceptions for payments: payments in discharge of existing legal obligations; damages for breach of such obligations; settling or compromising claims on termination of office or employment; and pensions for past services.

Small payments (up to thirty thousand shillings) made by the company or its subsidiaries to a director in connection with the same event are treated as an exception.

Payments made in contravention of specified takeover provisions must be held on trust by the recipient for the named beneficiaries, and any director who authorised such a payment is jointly and severally liable to indemnify the company; certain distribution expenses must be borne by the director and not retained.

If a memorandum required to be sent to every eligible member before a written-resolution approval is accidentally not sent or submitted to one or more members, that accidental failure is disregarded when deciding whether the sending requirement has been met.

If more than one section requires approval, the company must comply with each applicable section; no separate resolution is required for each provision; failure to comply makes the company and defaulting officers guilty of an offence liable to a fine not exceeding five hundred thousand shillings.

Section 190 addresses directors' service contracts, stating that a director may personally undertake to perform services (defined as "anything other than goods or land") for the company or its subsidiary, or that such services may be made available to the company or its subsidiary by a third party.

Company must keep copies of directors' service contracts or written memoranda available for inspection and retain them for at least one year; failure attracts fines.

Members of a company that must keep a director's service contract or its memorandum may inspect it free on request and may obtain a copy (company must provide within seven days, may charge prescribed fee). Failure to comply makes the company and defaulting officers guilty of an offence with fines up to 500,000 shillings, and continuing failure after conviction attracts daily fines up to 50,000 shillings.

A single-member company that enters into a contract with its sole member who is also a director must ensure the contract complies with subsection (2) unless the contract is in writing.

Provisions that attempt to exempt or indemnify a director (including a former director) from liability for negligence, default, breach of duty or breach of trust in relation to the company are void, except as permitted under this Act.

A company may purchase and maintain insurance against liabilities specified in section 194(3) for its directors or directors of an associated company.

Section 194(3) does not apply to a qualifying third party indemnity provision.

Directors must disclose qualifying indemnity provisions in the directors' report when such provisions benefit current directors or applied during the financial year, including provisions by the company or for associated company directors.

Companies to which this section applies must keep a copy (or written memorandum) of any qualifying indemnity provision for at least one year and make it available for inspection; failure attracts fines.

A company required to keep a qualifying indemnity provision must, when requested by a member, allow that member to inspect a copy without charge and must provide a copy within seven days (subject to any prescribed fee); failure attracts fines and the Court may order compliance.

Division 10 defines 'director' to include a former director (but not non-natural persons) and defines 'protected information' as the information listed in subsection (1), which includes a director's usual residential address and where a director's service address is their usual residential address.

Protected information about a director may be used or disclosed if the director gives consent; subsection (1) lists some permitted disclosures including communication with the director, lodging particulars with the Registrar, or in accordance with section 204.

The Registrar must not use or disclose protected information except as permitted by section 203 or in accordance with section 204.

The Registrar may use protected information about a director to communicate with them and may disclose such information to a prescribed public authority or a credit reference agency; regulations may require the Registrar, on application, to refrain from disclosing to a credit reference agency and may set conditions, fees and application procedures.

An order must specify the persons to whom, and purposes for which, disclosure is authorised.

The Registrar must send a written notice to a (former) director at their usual residential address (unless that would be ineffective) and may instead send it to a provided service address; the Registrar must consider any representations received; the specified response period is between fifteen and thirty days.

Companies must record directors' usual residential addresses as their service addresses (and state when they are the same); companies must lodge notice of new residential addresses; failure is an offence punishable by a fine up to five hundred thousand shillings. A director whose usual residential address has been placed on the public record by the Registrar may not register a different service address for five years from the Registrar's decision.

Only the members may take a decision to ratify a director's conduct; such ratification can be approved by ordinary resolution unless the articles require unanimity or a higher majority. Votes by the director and members connected with the director are disregarded when calculating the required majority, and for written resolutions such persons are ineligible to vote. "Conduct" includes acts and omissions.

Directors of a company have the power to provide benefits for current or former employees in connection with the cessation or transfer of the whole or part of the company's undertaking.

A directors' resolution under section 208(3) alone does not authorize payments to current or former directors.

Companies must record minutes of all directors' meetings and keep them for at least seven years; failure is an offence punishable by a fine up to five hundred thousand shillings.

Minutes of directors’ meetings that are authenticated by the presiding person (at that meeting or at the next directors' meeting) serve as evidence of the proceedings.

For the purposes of this Part, it does not matter whether the law governing an arrangement or transaction is Kenyan law or part of Kenyan law.

The Registrar may, on written application, reserve a company name pending registration or a change of name; the reservation lasts 30 days or up to 60 days if extended by the Registrar, and during that period no other company may be registered by that name.

Section 49 prohibits certain company names.

Names that suggest a connection with the State, a local authority, or a public authority.

If the regulations require it, an applicant for the Registrar's approval to use a specified name must seek the views of a specified public officer or body; that officer or body may veto the name but only on reasonable grounds and after giving a written statement of those grounds.

Regulations may permit or prohibit use of certain characters, signs or symbols in company names for registration.

A company that is both a limited company and a public company must register with a name ending in "public limited company" or the abbreviation "plc".

A company that is both a limited company and private company must be registered only with a name ending with "limited" or the abbreviation "ltd."

The Cabinet Secretary may exempt a private company from using the word "limited" or "Itd" by giving notice to the company.

The Registrar must not register a company using words or expressions that regulations prohibit.

The Registrar must not register a company under this Act using a name that is identical to a name already appearing in the index of company names.

The Registrar may direct a company to change its name if that name is similar to an existing name; if the company fails to comply within the specified period (or within 14 days after a direction where applicable) the Registrar must publish a notice to strike the company's name off the Register, and publication results in the company being deemed dissolved.

Grants a power to make regulations for the purposes of sections 57 and 58.

The Registrar may direct a company to change its name if misleading information was given for registration or the name is misleading; the company must comply within 21 days (or an extended period the Registrar allows), subject to a pending court application, and failure leads to fines.

A company dissatisfied with a direction under section 60 may apply to the Court to quash the direction.

A company may change its name by special resolution or as provided for by its articles.

Companies must lodge specified notices with the Registrar within fourteen days after a change of name is agreed by special resolution or after a stated event occurs; the Registrar must not register a change if a notice says the event has not occurred and may rely on lodged notices as evidence.

A company must, within fourteen days after it changes its name by a method allowed in its articles, lodge with the Registrar a notice of the change and a statement that the change was made in accordance with the company's articles.

The Registrar must enter a company's new name on the register when the new name and related requirements are complied with, and must issue a certificate of change of name as soon as practicable after registering the new name.

A company's change of name takes effect from the date the certificate of change of name is issued; the change does not affect any rights or obligations of the company or invalidate any legal proceedings, and proceedings that could have been continued or commenced under the former name may be continued or started under the new name.

Companies must display their name and prescribed information as specified; officers in default and the company commit an offence with a fine up to five hundred thousand shillings for contravention; regulations may prescribe manner of disclosure; variations in wording of a company name are disregarded for disclosure purposes; victims may sue for damages.

Minor differences in a company name's form — such as upper/lower case, presence or absence of diacritical marks or punctuation, or use of the same format/style specified under section 52(1) for registration — are not treated as different names provided there is no real likelihood that such differences would cause the names to be taken as different.

Section title indicating provisions on how companies may change their legal status.

A company may be converted to a public company only if it passes a special resolution, satisfies the conditions in subsection (2), and lodges an application for registration of the conversion with the Registrar together with the documents required by section 74.

Section 71 sets requirements for a company's allotted share capital and conditions about shares being paid up, undertakings for payment by services, disregarding certain employee-share-scheme shares, and conditions for reductions of share capital.

Section 72 requires an unqualified auditor's report and a written auditor statement that net assets are at least the called-up share capital plus undistributable reserves; the Registrar may refuse the application if net assets fall below that aggregate between the balance sheet date and lodgement.

This section applies to shares allotted by a company between the balance sheet date required by section 72 and the passing of the resolution converting the company into a public company when those shares are paid otherwise than in cash.

The Registrar must refuse an application to register the conversion of a company into a public company if the application does not comply with subsection (2).

A statement of proposed secretary must include the required particulars of the person(s) to be secretary or joint secretaries and a consent by the named person(s) to act; the "required particulars" are those required in the company's register of secretaries.

The Registrar must register a company's conversion to a public company when satisfied the registration application meets this Division's requirements, allocate a unique identifying number if needed, issue and specify details in a certificate of incorporation, and sign and authenticate that certificate.

Conversion of a public company into a private limited company requires a special resolution, satisfaction of the conditions in subsection (2), and lodging an application for registration of the conversion with the Registrar in accordance with section 80.

Specified shareholders or members meeting listed thresholds may apply to the Court within 28 days to cancel or confirm a conversion resolution; the Court must either cancel or confirm and has powers to set terms, adjourn to allow purchase arrangements, direct purchases and alter the company's articles.

Applicants and companies must give immediate written notice to the Registrar when making or being served with an application under section 78; companies must lodge a copy of any Court order with the Registrar within 14 days (or as extended), and failure to comply attracts fines.

Registration of a conversion from a public company into a private company must include a statement of the company's new name on conversion.

The Registrar must register a conversion to a private limited company and issue a certificate of incorporation that states the company's unique identifying number and the date, and must sign and authenticate the certificate.

Registration of conversion requires that all members have assented; a bankruptcy trustee may assent to the exclusion of the member; an executor or administrator may assent for a deceased member.

Section 83 requires the company to include a statement of the company's new name on conversion.

The Registrar must register a private limited company's conversion to an unlimited company if the application meets the Division's requirements, allocate a unique company number if one is absent, issue and sign a certificate of incorporation stating the number and that the company is unlimited, specify the date of issue, and authenticate the certificate with the Registrar's official seal; the certificate is conclusive evidence that registration requirements have been met.

An unlimited company may convert itself into a private limited company if the conditions in subsection (2) are complied with.

When an unlimited company registers as a private limited company it must include its new name, provide a copy of the converting resolution (unless already sent to the Registrar), provide a statement of guarantee if to be limited by guarantee complying with subsection (2), and provide its proposed amended articles; subsection (2) requires payment of prior debts and liabilities, liquidation costs, and adjustment of contributories' rights.

The Registrar must register a company's conversion to a private limited company (if the application meets Division requirements), allocate a unique identifying number if needed, issue and sign a certificate of incorporation stating the number and incorporation, specify the issuance date in the certificate, and authenticate it with the Registrar's official seal; the certificate is conclusive evidence that registration requirements were met and the company becomes a limited company with changes to name and articles taking effect.

A company that already has allotted share capital must, within fourteen days after registration of conversion, lodge with the Registrar a statement of capital complying with subsection (3).

Conversion of a public company to a private and unlimited company is permitted only where all members have assented, the condition in subsection (2) is satisfied, and an application for registration is lodged with the Registrar together with the required documents; trustees and executors/administrators have specified rights or permissions to assent in place of certain members.

The Registrar must not register a company's conversion unless the application for registration complies with the prescribed requirements.

The Registrar must register a public company's conversion to an unlimited private company and issue and authenticate a certificate of incorporation stating the company's unique identifying number, the conversion date, and the company's status.

The Registrar of Companies must immediately send details about newly incorporated or registered companies that are set up to carry out manufacturing to the Kenya Bureau of Standards.

When someone inspects a company's register or index of members (or is given a copy), the company must tell them the most recent date amendments were made (and if there are no further amendments); when inspecting the index the company must say if the index omits any amendments. If the company or an officer fails to provide this information they commit an offence and are liable to a fine not exceeding five hundred thousand shillings.

A company may remove from its register an entry for a former member after ten years from when they ceased to be a member; removing such an entry earlier is an offence for the company and defaulting officers, punishable by a fine up to five hundred thousand shillings.

The Registrar must enter in the register of members the sole member's name and address and a statement that the company has only one member; specified additional entries are required when a company becomes or ceases to be a single-member company. Failure to comply is an offence with fines.

The Court must, on hearing an application under subsection (1), either refuse the application or order rectification of the register and payment by the company of any damages; when ordering rectification for companies required to lodge a list of members, the Court must direct written notice to the Registrar, and the Registrar must on receipt make adjustments to the Register.

This section is repealed by ActNo. 10 of 2023, Sch.

Until the contrary is proved, the company's register of members is treated as evidence of the matters required or authorised to be included in it.

Time limits apply to claims arising from making, deleting, or failing to make or delete entries in the register of members; subsection (2) preserves any shorter limitation period that would otherwise apply.

Defines 'shares' for companies other than companies limited by shares as the interest of their members, and treats a nominee acting for a subsidiary as included in references to the subsidiary.

A body corporate must not be a member of a company that is its holding company.

A subsidiary may act as an executor, administrator or trustee, subject to the exceptions listed in subsection (2).

Residual interests in shares held in trust for a pension scheme or an employees' share scheme are to be disregarded for the purposes of section 109.

When company shares are held in trust for a pension or employees' share scheme, charges, security rights, liens or set-offs against benefits or other rights under the scheme are to be disregarded for enabling an employer or former employer to obtain discharge of a monetary obligation due from the member.

A subsidiary may hold shares despite section 108 if the shares are held in the ordinary course of its business as an intermediary and the subsidiary meets the conditions in section 112(2) and does not carry on an excluded business.

If a subsidiary that is a dealer in securities has purportedly acquired shares in its holding company in contravention of the prohibition in section 108, this section addresses protection of third parties.

Subscribers to a company's memorandum and articles become members on registration; the company must record subscribers' names, addresses and membership dates in its register as soon as practicable after registration; persons who agree later become members when their names are entered in the register.