Companies Act

A person must not act as a statutory auditor of a company or prescribed body unless eligible for appointment.

Persons who contravene subsection (1) commit an offence punishable by a fine up to one million shillings; continuing contravention after conviction attracts daily fines up to one hundred thousand shillings.

If a statutory auditor lacks independence they must resign and give written notice to the audited person; certain acts or failures concerning independence are offences liable to fine or imprisonment.

If a partnership is appointed as statutory auditor of an audited person, the appointment is of the partnership as such and not of the partners.

A person is treated as having an appropriate qualification for this Part if they hold a practising certificate issued under section 21 of the Accountants Act (Cap. 531).

The Cabinet Secretary has the power to recognise specified foreign auditing qualifications for this Act and to impose, vary or revoke requirements or directions (including additional education conditions) by notice published in the Gazette.

The Cabinet Secretary may, by written notice, require a person eligible for appointment as a statutory auditor to provide information; failure to comply within the specified period (or any allowed extension) causes the person to cease being eligible; knowingly providing false or misleading information in response is an offence punishable by a fine not exceeding one million shillings, or imprisonment up to two years, or both.

Section 785 provides definitions for terms used in Part XXX: it defines 'officer or agent', 'agent', 'member', 'securities', and includes subsidiary/holding-company relationships.

Members meeting specified thresholds may apply for an investigation of a company; the Court may decline without evidence and may require security not exceeding 500,000 shillings before appointing an inspector.

The Court must appoint one or more competent inspectors to investigate a company's affairs and report in the manner the Court directs when the company by special resolution declares its affairs ought to be investigated.

An inspector appointed to investigate a company's affairs may also investigate the affairs of a related body corporate when those investigation results are or could be relevant to the company's investigation.

Inspectors must comply with any written direction given by the Court (the High Court unless another court is specified) when conducting an investigation under this Division.

The Court may direct that an investigation be terminated; inspectors must comply with such directions and only make a final report if so directed by the Court. A Court direction can nullify earlier directions to produce an interim report.

An inspector appointed under sections 786 or 787 may resign by notice to the Court; the Court may revoke an inspector's appointment by notice.

If an inspector appointed by the Court resigns, dies, or is removed, the Court may appoint another inspector; unless the Court has directed or proposes to direct termination, the Court must exercise that power so at least one inspector can continue the investigation.

Inspectors appointed by the Court may require persons connected to a company or other body corporate to produce documents, attend for examination, give assistance, be examined on oath, have examinations recorded, and have those records admitted as evidence; inspectors may make copies of produced documents.

If an officer or agent refuses to produce a document or answer a question required by an inspector, the inspector may apply to the Court.

An inspector appointed under section 786 or 787 may apply to the Court to have a person (whom the inspector cannot examine on oath) examined; the Court may order attendance and examination on oath, ask questions, require answers, a person examined is entitled to representation, and the Court may award costs which form part of investigation expenses.

The Court may obtain information from former inspectors and may direct persons to inform it; persons must comply with written directions given by the Court under this section.

An inspector appointed by the Court must make interim and final written reports to the Court, include related-body-corporate details where applicable, submit reports in writing or printed form if directed, and send copies to listed recipients; the Court may arrange printing or publication.

Courts must send inspectors' reports to the Director of Public Prosecutions; the Director must prosecute if satisfied there is evidence and the offender can be identified; officers and agents (except the defendant) must assist the Director in such prosecutions.

The Attorney-General initially meets investigation expenses but certain persons (including those in subsections (2)–(6), bodies corporate, applicants, or persons ordered by a court) can be ordered or are liable to reimburse the Attorney-General; inspectors may include recommendations and must do so if the Attorney-General directs; liable persons are entitled to contribution from others similarly liable.

Members of a company may apply to the Attorney-General to appoint one or more inspectors to investigate particular securities; if membership/holding thresholds are met the Attorney-General must appoint inspectors, may refuse appointment in specified circumstances, may define and limit the scope of investigations, and the Attorney-General or applicants bear investigation costs depending on certification.

An inspector appointed by the Attorney-General may investigate the ownership of a related body corporate if the inspector considers the results could be relevant to the related investigation.

Inspectors conducting investigations must comply with written directions given by the Attorney-General; the Attorney-General may give, vary, revoke or give at request such directions, including on appointment.

The Attorney-General may direct an inspector to stop investigating; an inspector must comply and may only make a final report if certain conditions in subsection (2) are met and the Attorney-General directs it.

An inspector appointed by the Attorney-General may resign by notice given to the Attorney-General; the Attorney-General may revoke an inspector's appointment by notice given to the inspector.

The Attorney-General may appoint one or more competent replacement inspectors when an inspector resigns, dies or has their appointment revoked, and must exercise that power so at least one inspector can continue the investigation unless the Attorney-General has given or proposes to give a direction terminating the investigation.

Specified persons (officers, agents, financially interested persons, controllers and others with relevant information) must produce documents, attend and assist inspectors; inspectors may examine on oath, make copies, must record proceedings and must invite signatures on records.

It is an offence for a person to refuse to produce a document or to refuse to answer an inspector's question; the Court may punish such a person as for contempt.

An inspector appointed by the Attorney-General may apply to the Court to have a person examined; the Court may order attendance and examination on oath, may ask questions, and may award costs; the person must answer questions and is entitled to representation by an advocate.

Inspections: the inspector must submit interim and final reports to the Attorney-General (interim reports may be made and must be made if directed); reports must be in writing or printed if directed; the inspector must include related corporate affairs and forward copies to specified parties; the Attorney-General may arrange printing and publication.

The Court must send inspectors' reports to the Director of Public Prosecutions when the Attorney-General considers an offence may have been committed; the Director must prosecute if the report shows evidence and an offender can be identified; all officers and agents (past and present), except the defendant, must assist the Director in such prosecutions.

Section establishes the Attorney-General's power to require information about persons interested in securities of a company and states that failure to provide required information or making materially false or misleading statements is an offence punishable by fines or imprisonment.

The Attorney-General may, by order on being satisfied during an investigation that facts about particular securities are difficult to ascertain, direct that those securities be subject to the restrictions of Division 5; may impose conditions when making such an order; and may direct, to protect third parties, that specified acts do not breach those restrictions.

A copy of an inspector's report certified by the Attorney-General is admissible in legal proceedings as evidence of the inspector's opinion; a certificate signed by the Attorney-General is presumed authentic and admissible unless disproved.

The Attorney-General may bring civil proceedings on behalf of a company to recover damages or property, and shall indemnify the company for costs from those proceedings.

A magistrate may, on oath-based application by or for an inspector or the Attorney-General and if satisfied of reasonable grounds, issue a warrant to locate, preserve and take possession or copies of specified documents; obstructing or refusing compliance is an offence punishable by a fine not exceeding 500,000 shillings.

A person who makes a relevant disclosure is not, only because of that disclosure, liable in proceedings relating to a breach of an obligation of confidence, subject to the conditions and exceptions in subsections (2) and (3).

Persons must not disclose information obtained under this section, subject to a lawful excuse and an exception for information already public; contravention is an offence with penalties.

It is an offence to destroy, mutilate, falsify, or make a false entry in documents affecting or relating to a company; a person guilty of this offence faces a fine not exceeding one million shillings or imprisonment for up to seven years, or both. A defence exists if the accused proves on the balance of probabilities that they had no intention to conceal the company’s financial position or to defeat the law.

Persons must not provide information that they know to be false in a material particular.

The Attorney-General or an inspector may disclose information obtained under Division 1 or 2 to specified persons or for permitted purposes; the Attorney-General may require or authorise an inspector to disclose; disclosed information may be given to officers or employees of permitted recipients.

Persons generally are entitled not to be compelled to disclose information protected by legal professional privilege; however, advocates can be compelled to disclose a client's name and address and several exceptions (including consent, company-confidentiality, Attorney-General authorisation, and bank-specific rules) apply.

An answer given by a person to a question put by an inspector during an investigation can be used as evidence in legal proceedings against that person.

This Part applies to foreign companies that are carrying on or have carried on business in Kenya; sections 787 and 800–811 do not apply to such foreign companies; other provisions apply subject to any modifications in the regulations.

If a body corporate commits an offence under this Part, each officer in default also commits an offence and on conviction is liable to a fine not exceeding that which could be imposed on the body; an officer may be prosecuted whether or not the body is prosecuted; persons purporting to act as director, manager or secretary are treated as officers.

When an order imposes restrictions on securities, transfers and certain related actions are void, voting rights cannot be exercised, further securities cannot be issued in respect of them, and payments (except in liquidation) may not be made in respect of those securities; these effects are subject to any contrary directions or conditions in the order.

It is an offence to attempt to evade restrictions under this Part by disposing of or voting in respect of restricted securities, appointing a proxy, failing to notify an entitled voter, or entering into certain void agreements; companies and officers may also commit an offence if securities are issued in contravention, and on conviction face a fine not exceeding one million shillings.

If the Court is satisfied that restrictions on a company's securities are no longer justified, it must order that those restrictions cease to apply; the Court may also protect third-party rights, impose conditions, order sale of securities, and applications may be made by the Attorney-General or the company.

When securities are sold by Court order, the seller must pay the sale proceeds (less sale costs) into Court for the benefit of persons with beneficial interests; interested persons may apply to Court for payment, and the Court can order distribution, interest, costs and proportions among claimants.

The Part applies to lodging documents or providing information to the Registrar in electronic form in the same way as it applies to lodging documents or providing information in hard copy, except where the Part expressly provides otherwise.

This part applies to foreign companies.

Establishes the Office of the Registrar of Companies; the Cabinet Secretary appoints the Registrar when vacant and may appoint Deputy and Assistant Registrars; deputies may perform the Registrar's functions subject to the Registrar's control; qualifications for appointment are good character and any qualifications prescribed by regulations; the existing Registrar under the repealed Act continues in office.

The Registrar must keep and maintain the Register of Companies, ensure records are retrievable and reproducible in hard copy if electronic, record information in forms the Registrar considers appropriate, keep the Register at places the Cabinet Secretary notifies, submit an annual report with audited accounts within six months after each financial year, and the Cabinet Secretary must table the report within three months of receipt.

The Registrar must have an official seal to authenticate documents when performing the Registrar’s functions.

The Registrar may set fees when regulations do not provide them, and must ensure fees received are paid into the Consolidated Fund.

The Registrar must publish a notice of every certificate of incorporation issued to a company, in the Gazette or under section 875.

The Registrar must provide a person, on request and on payment of the prescribed fee (if any), with a copy of a company's certificate of incorporation; before providing the copy the Registrar must sign it or authenticate it with the official seal.

The Registrar must allocate a registered number to every company; the Registrar determines the form of that number and may change existing numbers when adopting a new form.

The Registrar must allocate each foreign company a unique registered number and ensure the number's form.

The Registrar must specify the form, authentication and manner for lodging documents and must ensure those requirements are consistent with any written law; the Registrar is not authorised to require electronic lodgement.

Regulations may require documents (or specified classes of documents) that must be lodged with the Registrar to be lodged by electronic means.

Agreements allow companies to lodge certain documents electronically subject to the agreement; the Registrar may specify requirements and may approve exceptions.

A document is not considered lodged for registration until the Registrar or a member of the Registrar's staff actually receives it.

The Registrar may accept and register a document even if it does not meet the subsection (1) lodgement requirements.

The Registrar may correct a document lodged for registration if it appears to the Registrar to be incomplete or internally inconsistent.

The Registrar may accept a replacement for a previously lodged document that did not meet the requirements for proper lodgement.

If unnecessary information can be readily separated from a document, the Registrar may register the document with that unnecessary information omitted.

The Registrar issues a notice when a lodged document does not meet lodgement requirements; the notice must identify defects, give an issue date, and require a replacement document to be lodged with the Registrar within fourteen days.

The Registrar of Companies must annotate the Register with specified information about lodged documents (date lodged; corrections and their dates; replacements and their lodgement dates; descriptions of removed material, the power for removal, and removal dates). The Registrar may remove notes that no longer serve a useful purpose.

The Registrar of Companies may determine the form of unique identifiers, allocate them, and discontinue duplicate identifiers.

The Registrar must keep originals of documents lodged in hard copy for at least seven years; after that period the Registrar may destroy them only if their information is recorded in the Register; the Registrar is not obliged to keep originals lodged in electronic form if their information is recorded in the Register; the rule applies to existing and subsequently received documents.

The Registrar may arrange for transfer of records of a company (including foreign companies that have ceased to be registered in Kenya) to the Kenya National Archives and Documentation Service after the lapse of seven years following dissolution.

Members of the public have the right to inspect the Register.

Members of the public may apply to the Registrar for copies of records on the Register or Foreign Companies Register; the Registrar must provide the copy (hard copy or electronic on request) subject to payment of any fee not exceeding the amount prescribed by the regulations and subject to section 854.

The Registrar may stop retaining information covered by this section when it is no longer reasonably necessary for the purpose it was lodged.

The Registrar must, on an application made under the regulations, make an address on the Register unavailable for public inspection.

Form of application for inspection or copy

The Registrar may determine the form and manner in which copies are to be provided under section 854.

The Registrar must certify hard-copy records under section 854 as true copies unless the applicant waives certification; the Registrar must not certify electronic copies under section 853 unless the applicant expressly requests certification; a certificate copy may be sealed with the Registrar's official seal instead of being certified in writing.

A legal process compelling the Registrar may be issued from a court only with the Court's permission, and such a process is ineffective unless it states on its face that it was issued with that permission.

The Registrar issues a notice identifying inconsistencies on the Register; the company whose shares are subject to a takeover offer must take action and lodge required replacement or additional documents with the Registrar within fourteen days of the notice; failure is an offence punishable by fines (up to 200,000 shillings on conviction, and up to 20,000 shillings for each continuing-day offence).

The Registrar may remove from the Register any entry that there was power to make, but no duty.

Allows the company whose shares are the subject of a takeover offer or any other person with legitimate interest to apply to the Registrar to remove or rectify an entry in the Register; applications must specify the entry and be accompanied by a compliance statement; the Registrar may accept the statement if no objection is made and may determine the application; the Court may make consequential orders when removal had legal consequences.

The Court must specify which register entry to remove and where it is found, must ensure a copy of its order is sent to the Registrar, and may make consequential orders when it orders removal.

The High Court may order removal or restriction of notes on the Register and limit public inspection of its order where the presence or availability of such notes may cause damage to the company.

The Registrar may refuse to accept documents submitted in a language other than English, subject to section 866.

Certain documents may be lodged with the Registrar in a language other than English only if accompanied by a certified English translation.

A company may lodge certified translations of company-related documents with the Registrar for registration; the Registrar may set requirements about how translations are lodged and identified so they can be associated with the original.

Defines "certified translation" and sets rules on who may rely on such a translation: the company may not rely on it against third parties, while third parties may rely on it unless the company can show the third party knew the original.

The Registrar may decline to accept for lodgement documents containing names and addresses unless those names and addresses use only permitted letters, characters and symbols (including accents and other diacritical marks).

If a name or address has been lodged with the Registrar in non‑Roman characters, the company may lodge a Roman‑character translation with the Registrar for registration.

Regulations may require certification of transliterations and may prescribe the form of certification; separate provision may be made for compulsory and voluntary translations.

Creates an offence of lodging false or misleading documents or making false or misleading statements to the Registrar.

Companies must comply with lodgement obligations; the Registrar or any member or creditor may give written notice requiring compliance, and may apply to the Court if the company does not comply within 14 days.

The Registrar may require a company to give necessary consents for electronic communications as a condition for using facilities to lodge material electronically; documents sent electronically that must be signed or sealed by the Registrar must be authenticated in the manner specified in the Registrar's Rules.

The Registrar may publish notices by alternative means prescribed in regulations instead of the Gazette, but must first publish at least one notice in the Gazette announcing that alternative means.

The Registrar may make rules about matters within the Registrar's functions or powers under this or any other Act; the Registrar must publicise those rules and make copies available to the public; those rules can be disapplied or modified and different provisions may be made for different cases, and subsection (1) does not prevent making the same provision by other means.

Defines "charge" to include a mortgage and states that the location of land subject to a charge is immaterial.

A company that creates a registrable charge must lodge with the Registrar the prescribed particulars and the document creating or evidencing the charge before the registration deadline.

When a company acquires property already subject to a registrable charge, a person who registers that charge (if not the company) may recover registration fees from the company; the company and any officer in default commit an offence liable to fines (up to 1,000,000 shillings), and continuing failure after conviction attracts daily fines (up to 100,000 shillings).

The company must lodge with the Registrar particulars of the date and amount of each issue of debentures of a series for recording in the register of charges.

When a company subscribes for or procures subscriptions for debentures, the company must include in the particulars lodged with the Registrar the amount or rate percent of any commission, discount or allowance paid or made.

The company must endorse a copy of the certificate of registration of a charge or security right on every debenture or certificate of debenture stock issued by the company where payment is secured by that charge; directors in default and the company commit an offence and face fines, and persons lodging such instruments knowing they lack the endorsement commit a separate offence with higher fines and possible imprisonment.

Lodging a verified copy of a charge document with the Registrar for registration has the same effect as lodging the document itself; and a document creating a charge in Kenya that comprises property outside Kenya may be lodged for registration under section 878 even if further proceedings may be needed under foreign law.

The Registrar must keep, for each company, a register of all charges required to be registered under this Part; the Registrar must record specified particulars for certain charges, issue and authenticate certificates of registration stating the amount secured, keep registers open for public inspection during ordinary business hours, and a person may inspect a register without payment but is entitled to a copy only on payment of the prescribed fee (if any).

Sets time limits for registering charges: generally thirty days from creation (or acquisition or deed execution), but twenty-one days when the charge or property is created outside Kenya and the creating document could, with due diligence, have been received in Kenya.

The holder of a floating charge must lodge a written notice with the Registrar within seven days after appointing an administrator (or obtaining a court order) and must lodge a notice within seven days when such an administrator ceases to act; failure is an offence punishable by fines.

The Registrar must record memoranda of satisfaction or release in the company's register of charges when statements verifying payment, release, or cessation of property are lodged, and must send a copy to the company when requested.

The Court may, subject to fair conditions, extend the registration deadline or correct omissions or misstatements where the omission or misstatement was accidental or inadvertent or is not likely to prejudice creditors or members.

If a charge or security right becomes void under this section, the money secured by it becomes payable immediately.

Companies must keep copies of documents that create charges, including registered charges and security rights under the Movable Property Security Rights Act; if they fail to do so the company and defaulting officers commit offences liable to fines.

Limited companies must record charges in a register and include specified particulars; failure to comply is an offence with fines.

Companies must keep specified documents and the register of charges open for inspection at their registered office; creditors and members may inspect without charge, others may inspect on payment of a prescribed fee; failure or refusal makes the company and defaulting officers liable to fines, including daily fines while the failure continues.

Interpretation: Part XXXIII

The Registrar may investigate and ultimately strike a company off the Register for not carrying on business or not being in operation; the Registrar must publish the strike-off in the Gazette after striking the company.

The Registrar must publish and send a notice when certain winding-up conditions exist; unless the company shows cause within three months it may be struck off the Register and dissolved.

A letter or notice to be sent under sections 894 or 895 may be addressed to the company at its registered office or, if no office is registered, to the care of an officer; if no officer is known, it may be sent to subscribers whose addresses are known; a notice to a liquidator may be addressed to the liquidator at the liquidator's last known place of business.

On application by a company, the Registrar may strike the company's name off the Register; after striking off the Registrar must publish a Gazette notice, and on publication the company is dissolved.

Persons must not make an application in the circumstances listed in subsection (1); doing so is an offence punishable on conviction by a fine not exceeding fifty thousand shillings, subject to a defence that the person did not and could not reasonably have known the facts.

A person must not make an application under Part XXXIV when related insolvency, administration, liquidation or other prescribed proceedings concerning the company have not been finally concluded.

A person must give copies of the application to specified recipients (members, employees, creditors, directors, pension trustees, or prescribed classes); exceptions and defences apply and penalties attach for non-compliance.

Directors who are directors at the end of the specified day must ensure listed persons receive a copy of the company's application for voluntary striking off within seven days; failure is an offence with specified defences and penalties.

Lists permissible methods and addresses for service of documents, including personal delivery, leaving at a proper address, posting, registered/principal office for bodies, principal office in Kenya if it has a place of business, registered/principal office if it does not, last known address for a natural person, and service at a creditor’s place(s) of business.

If certain "relevant events" occur (listed in subsection (1)), each person who is a director of the company at the end of that day must ensure the company's application under section 897 is withdrawn without delay; failure is an offence punishable on conviction by a fine not exceeding five hundred thousand shillings.

An application under section 897 is withdrawn when a notice of withdrawal is lodged with the Registrar.

Record keeping after strike-off

When the company is dissolved, the Attorney-General must give public written notice of property vesting in the State, naming the former company and particulars of the property.

The Attorney-General may disclaim the State’s ownership of property vested under section 905, may waive the right to execute such a disclaimer, persons claiming an interest may apply in writing, and if the Attorney-General decides to disclaim must execute a notice within a limited period.

Property in respect of which a notice of disclaimer has been executed under section 906 is taken never to have vested in the State.

A disclaimer causes the termination, from the date of the disclaimer, of the company's rights, interests and liabilities in the disclaimed property.

A disclaimer of leaseholds takes effect if no application under section 910 is made within fourteen days from and including the day on which the last notice was served, or if an application is made and the Court directs the disclaimer to have effect; the Court may also make orders about fixtures, tenant's improvements and other lease matters.

The Court may make a vesting order under this section in respect of the disclaimed property; orders under subsection (2)(b) require the Court to be satisfied it is just to compensate the liable person; the Court may impose terms it considers fair and reasonable; on a vesting order, the property vests in the named person without conveyance.

Persons holding under a lease are to be subject to the same liabilities and obligations as the company was under the lease; the High Court may vest interests in persons liable to perform the lessee's covenants if no one will accept the order; a person who declines a vesting order is excluded from all interest.

An application to restore a company struck off under section 894 or 897 may be made to the Registrar; such an application may be made whether or not the company has been dissolved, but may be made only by a former director or former member and not after the expiry of six years from the date of dissolution. An application is made when received by the Registrar.

The Registrar must restore a company to the Register on an application under section 912 if the three conditions in subsections (2)–(4) are satisfied.

The Registrar must determine an application for administrative restoration and notify the applicant in writing as soon as practicable; if refused the Registrar must state reasons; if restored the restoration takes effect from the date the notice of determination is sent to the applicant.

Companies restored to the Register are treated as never having been dissolved; the company or an interested person may apply to the Court within three years of restoration, and on such an application the Court may make orders to place the company and others as nearly as practicable in the position they would have been in had the company not been dissolved or struck off.

Lists the persons who may apply to the Court for restoration of a company to the Register after dissolution.

An application to the Court for restoration of a company to the Register may be made at any time for certain purposes; there are time limits and special rules about applications after dissolution and about applications following Registrar decisions.

The High Court may order a struck-off company restored to the Register in specified circumstances; if it does, restoration takes effect when a copy of the order is lodged with the Registrar, who must record the restoration and publish a Gazette notice stating the company's name(s), registered number and the date restoration took effect.

An order restoring a company to the Register treats the company as if it had never been dissolved; the Court may make directions (including lodging documents with the Registrar, payment of Registrar's costs, and dealing with property) to put the company and others in the same position; the company or an interested person may apply to the Court within three years of the restoration order.

When a company is restored to the Register and is the subject of a takeover offer, the company must change its name within fourteen days of restoration, may have the change made by directors' resolution, must lodge a written notice of the change with the Registrar, and failure to comply creates offences with fines.

A person in whom property is vested by section 905 may dispose of that property even if the company is or may be restored; the Attorney-General may deduct reasonable costs from amounts payable under subsection (2)(b) to the extent those costs are unpaid as a condition of administrative restoration or by court order.

This Part governs arrangements between a company and its creditors or members and defines "arrangement" to include reorganisations of the company's share capital.

The Court may order that a meeting of the company’s creditors or members be held and convened in the manner the Court directs.

Notices convening a meeting that are sent to creditors or members must include or be accompanied by an explanatory statement setting out the effect of the proposed compromise or arrangement; if the arrangement affects debenture holders the company must include corresponding explanations for trustees; creditors and members who see an advertisement stating copies are available may apply to be provided a free copy; failure to comply is an offence with a fine up to five hundred thousand shillings and a defence where failure resulted from a director's or trustee's refusal to supply particulars.

Directors and trustees must give written notice to the company of matters about themselves necessary for section 924; failure to comply is an offence punishable by a fine not exceeding one million shillings or imprisonment not exceeding two years, or both.

The Court may sanction a compromise or arrangement if the relevant creditors or members present and voting at the meeting convened under section 923 agree to it, on an application made under subsection (2).

The Court has powers to make orders to facilitate reconstruction or amalgamation of companies, including transferring property and liabilities and related measures.

Each company affected by an order under section 927 must lodge a copy of the order with the Registrar for registration within seven days of the Court making the order.

A company whose shares are the subject of a takeover offer must attach a copy of the court order to its articles (or relevant resolution/agreement) and to copies of its articles issued after the order; failing to comply is an offence punishable by fines.

Companies must keep records (hard copy or electronic); companies that keep records electronically must ensure they can be reproduced in hard copy; failure by a company or its defaulting officers is an offence punishable by fines.

Companies must keep the specific records listed in subsection (1).

Regulations may specify places other than a company's registered office where company records required to be kept available for inspection may be kept in compliance with the Act.

Grants power to make regulations about inspection of specified company records and provision of copies; a company that fails to comply with such a regulation is treated as having refused inspection or failed to provide a copy.

Companies must take precautions to prevent falsification of their records and to facilitate discovery of any falsification; failure leads to offences and fines.

This section provides definitions for terms used in Part XXXV relating to mergers and divisions of public companies.

This Part applies to compromises or arrangements involving a company’s creditors or members in schemes for reconstruction, amalgamation, mergers or divisions where the consideration contemplated is shares in the transferee company (with or without a cash payment to members).

The Court may sanction a compromise or arrangement under Part XXXIV only if the relevant requirements of this Part have been complied with.

A newly formed company created under this section may be either a public company or a private company.

The directors of the merging companies must prepare and adopt a draft of the proposed terms of the scheme.

Directors of merging companies must lodge a copy of draft terms with the Registrar; the Registrar must publish a notice in the Gazette as soon as practicable and not later than one month before the meeting; failure by a director to lodge the copy is an offence punishable by a fine up to 200,000 shillings; continued failure after conviction attracts a daily fine up to 20,000 shillings.

A scheme is not effective unless approved by the members of each merging company by the specified majority and value thresholds, with voting in person or by proxy at a meeting.

Directors of each merging company must prepare and adopt a report meeting subsection (2) and subject to section 944.

Directors of merging companies may jointly appoint an expert to prepare a written report on draft terms; if they cannot agree the Court may appoint one; if no appointment is made within a reasonable period each company must appoint its own expert; the expert's report must include specified valuation matters and the expert may access documents and information.

Directors must prepare a supplementary financial statement in specified cases when the last annual statements are older than seven months before the first meeting to approve a scheme.

Members of merging companies are entitled to inspect merger documents at the company's registered office and to obtain copies free of charge on request.

The transferor company must approve the articles of the transferee company involved in the merger by an ordinary resolution.

Holders of certain non-share securities must be entitled to receive equivalent-value rights in the transferee company, or (in specified cases) to have their securities purchased on fair terms or have the scheme validated by the Court.

A scheme is invalid if it provides for shares in the transferee company to be allotted to the transferor company (or its nominee) in respect of shares in the transferor company held by it (or its nominee).

If, in a merger by absorption, the transferee company (or each transferee where more than one) holds all the relevant securities of the transferor(s), certain particulars and reports otherwise required need not be given or prepared.

If a transferee company holds ninety percent or more (but not all) of the relevant securities, the Court may decide that the merger scheme need not be approved at a members' meeting if the conditions in subsections (3)–(5) are met.

A court may dispense with holding a members' meeting to approve a merger scheme if three conditions in subsections (3)–(5) are met, including publication of notice at least one month before the court's order and certain member-entitlement and meeting-request conditions.

If the Court is satisfied that the three conditions in subsections (2)–(4) are met, the scheme in a merger by absorption need not be approved by the members of the transferee company.

Introductory heading about companies and involvement of companies in a division, mentioning an existing public company.

The directors of each company involved in a division must prepare and adopt a draft of the proposed terms of the scheme.

Directors must lodge the draft division terms with the Registrar and the Registrar must publish that copy in the Gazette, subject to section 963.

A compromise or arrangement is only effective if, at a meeting, it is approved by a majority in number representing seventy-five percent in value of each class of members of each company involved, with members present and voting in person or by proxy.

The directors of the transferor company and each existing transferee company must prepare and adopt a report that complies with subsection (2).

This section sets out who must or may appoint an expert(s) to prepare written report(s) on draft division terms, what the report must contain, and the expert's access to company documents and information.

Directors must prepare a supplementary financial statement when the company's last annual financial statement ends more than seven months before the meeting to approve the scheme.

Section 955. Members of companies involved in division entitled to inspect certain documents Section 955(1)(a) to inspect at the registered office of that company copies of the relevant documents relating to that company and every other

Requires reporting of any material changes in the property and liabilities of the transferor company occurring between adoption of the draft terms and the meeting to members, specified classes of members, directors of existing transferee companies, or members entitled to notice.

The articles of a new transferee company only take effect if they, or a draft, are approved by an ordinary resolution of the transferor company.

If a person holds specified non-share securities other than as a member or creditor, the scheme must provide that the person is entitled to receive rights in the transferee company of equivalent value, subject to specified exceptions.

A scheme is void to the extent that it provides for shares in a transferee company to be allotted to the transferor company or its nominee.

If a division meets the four conditions in subsections (4)–(7) and the Court so orders on an application under subsection (2), the scheme need not be approved by a meeting of the transferor company’s members or any specified class of members.

If the Court (usually the High Court), on application by the company or any of its members, orders it is satisfied that the conditions in subsections (2)–(4) are met, the transferee company's members' meeting to approve a division is not required.

If all shareholders and holders of other voting securities of the companies involved in a division agree, the requirements listed in subsection (2) do not apply.

The Court has the power to exclude or omit specified statutory requirements in cases of company division.

The expert may arrange for or accept a valuation and accompanying report to enable the expert's report when certain conditions are met.

Experts and valuers must be independent and must not act if they fall into specified categories of connection to the companies or persons in a scheme.

The Court has the power to convene meetings of members or creditors (or specified classes of them) of an existing transferee company, and the provision lists related parties including the company, its members or creditors, and an administrator where applicable.

The Court must fix the date(s) for transferring the undertaking, property and liabilities of the transferor company to the transferee company or companies.

In a division, each transferee company must be jointly and severally liable for liabilities transferred to other transferee companies, subject to creditor approval (75% in value) and a cap equal to the net value transferred.

Section 969 has been repealed.

This section has been repealed by ActNo. 38 of 2017, s. 51.

Section 971 was repealed by ActNo. 38 of 2017, s. 51.