Companies Act

Part 6 of 6 · provisions 1,001–1,035

Jurisdiction: Kenya
Instrument: Act or statute
Citation: Cap. 486
Version: 27 Dec 2024
Language: en
Official source: View official record ↗
Complete work: View statute overview

Source attribution: Source: Kenya Law

Statute overview

About this statute

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".

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Provisions of Companies Act

Showing 35 of 1,035

Part XXXVI

COMPANIES NOT FORMED UNDER THIS ACT

972
COMPANIES NOT FORMED UNDER THIS ACT - 972.[Repealed by ActNo. 38 of 2017, s. 51.]
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Section 972 has been repealed by ActNo. 38 of 2017, s. 51.

Section 972.[Repealed by ActNo. 38 of 2017, s. 51.]

Part XXXVII

FOREIGN COMPANIES

973
FOREIGN COMPANIES - 973. Interpretation: Part XXXVII
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Defines terms used in Part XXXVII: "officer", "prescribed", and "registered foreign company".

Section 973. Interpretation: Part XXXVII Section In this Part— “officer", in relation to a registered foreign company , includes a local representative of the company ("the company whose shares are the subject of a takeover offer;") ; “prescribed” means prescribed by the foreign companies regulations; “registered foreign company” means a foreign company registered in accordance with this Part.
974
FOREIGN COMPANIES - 974. When foreign company may carry on business in Kenya.
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A foreign company may carry on business in Kenya if it is registered under this Part or has applied for registration and the application has not been dealt with within the prescribed period; carrying on business without meeting subsection (1) is an offence with fines.

Section 974. When foreign company may carry on business in Kenya. Section 974(1)(a) it is registered under this Part; or Section 974(1)(b) it has applied to be so registered and the application has not been dealt with within the period prescribed for the purposes of this section. Section 974(2)(a) offering debentures in Kenya; or Section 974(2)(b) being a guarantor for debentures offered in Kenya. Section 974(3) If a foreign company carries on business in Kenya in contravention of subsection (1) , the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding five million shillings. Section 974(4) If, after a foreign company or an officer of the company ("the company whose shares are the subject of a takeover offer;") is convicted of an offence under subsection (3) , the company continues to carry on business in Kenya in contravention of subsection (1) , the company, and each officer of the company who is in default, commit a further offence on each day on which the contravention continues and on conviction are each liable to a fine not exceeding five hundred thousand shillings for each such offence. Section 974(5) If a foreign company has applied to be registered under section 975 and the application has not been dealt with within the period prescribed for the purposes of subsection (1)(b) , the company is taken to be registered under this Part as a foreign company and accordingly is entitled to be issued with a certificate of compliance as such a company. [Act No. 28 of 2017 , s. 52.]
975
FOREIGN COMPANIES - 975. Application for registration of foreign companies
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A foreign company seeking registration must lodge with the Registrar an application in accordance with this Division and provide prescribed fees and specified documents; the Registrar must allocate a unique identifying number, issue a certificate of compliance, and sign and authenticate the certificate.

Section 975. Application for registration of foreign companies Section 975(1) Subject to this Part, a foreign company that wishes to be registered as a foreign company shall lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") an application that is in accordance with this Division. Section 975(1A) The provisions of section 93A , with the exception of subsections (5) and (6) , shall apply to foreign companies registered under this Part. Section 975(2)(a) contains the information prescribed by the regulations ("the companies general regulations made and in force under this Act, but does not, unless expressly provided, include the foreign companies regulations or savings and transitional regulations;") for the purposes of this section; Section 975(2)(b) deleted by ActNo. 38 of 2016, s. 85 ; Section 975(2)(c) is accompanied by the prescribed fee, if any, and the required documents; and Section 975(2)(d) complies with the requirements of this Part with respect to the company ("the company whose shares are the subject of a takeover offer;") 's name and the appointment of a local representative. Section 975(3)(a) a certified copy of a current certificate of the foreign company's incorporation or registration in its place of origin, or a document of similar effect; Section 975(3)(b) a certified copy of its constitution; Section 975(3)(c) a list containing the names of its directors and shareholders and their personal details; Section 975(3)(d) reside in Kenya; and Section 975(3)(d)(i) reside in Kenya; and Section 975(3)(d)(ii) are members of a local board of directors a memorandum that is duly executed by or on behalf of the foreign company and states the powers of those directors; and Section 975(3)(e) in relation to each existing charge on property ("all rights and interests in property;") of the foreign company that would be a registrable charge if the foreign company were a company formed and registered under this Act, the documents that would be required to be lodged for registration with the Registrar ("the person for the time being holding office as Registrar of Companies under;") under Part XXXI; and Section 975(3)(f) if it has in its place of origin a registered office for the purposes of a law there in force, that office; or Section 975(3)(f)(i) if it has in its place of origin a registered office for the purposes of a law there in force, that office; or Section 975(3)(f)(ii) otherwise, its principal place of business in its place of origin; Section 975(3)(g) notice ("notice in writing;") of the address of its registered office under section 983 ; and Section 975(3)(h) a statement of particulars of the beneficial owners of the foreign company in accordance with section 93A of the Act. Section 975(4)(a) allocate a unique identifying number to the company ("the company whose shares are the subject of a takeover offer;") . Section 975(4)(b) issue to the company ("the company whose shares are the subject of a takeover offer;") a certificate of compliance that complies with subsection (5) . Section 975(5)(a) the name of the company ("the company whose shares are the subject of a takeover offer;") and its unique identifying number and the fact that the company ("the company whose shares are the subject of a takeover offer;") is registered under this Act as a foreign company; Section 975(5)(b) the date of its registration as a foreign company and the date of its incorporation in its place of origin; and Section 975(5)(c) such other particulars (if any) as are prescribed by the regulations ("the companies general regulations made and in force under this Act, but does not, unless expressly provided, include the foreign companies regulations or savings and transitional regulations;") for the purposes of this section. Section 975(6) The Registrar shall sign the certificate and authenticate it with the Registrar ("the person for the time being holding office as Registrar of Companies under;") 's official seal. Section 975(7) The certificate is conclusive evidence that the requirements of this Act relating to the registration of foreign companies have been complied with and that the company ("the company whose shares are the subject of a takeover offer;") is duly registered as a foreign company under this Act. [Act No. 38 of 2016 , s. 85, Act No. 28 of 2017 , s. 53, Act No. 10 of 2023 , Sch.]
976
FOREIGN COMPANIES - 976. Requirements with respect to names of foreign companies
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A foreign company must state the name it will use to carry on business in Kenya when applying under section 975.

Section 976. Requirements with respect to names of foreign companies Section 976(1) In its application under section 975 , a foreign company shall include particulars of the name under which it seeks to carry on business in Kenya. Section 976(2)(a) the name of the company ("the company whose shares are the subject of a takeover offer;") name under the law of the country or territory in which it is incorporated; or Section 976(2)(b) an alternative name specified in accordance with section 977 . Section 976(3) In any other case, sections 49 , 50 , 51 , 56 , 57 , 58 , 60 and 61 and regulations having effect for the purpose of section 59 apply in relation to the registration of the name of a foreign company: Section 976(4) Regulations having effect for the purpose of section 52 apply in respect of all foreign companies. Section 976(5) A reference in the provisions referred to in subsection (3) or (4) to a change of name include a reference to registration of a different name under section 978 .
977
FOREIGN COMPANIES - 977. Foreign company can be registered under alternativenameunder which it will carry on business in Kenya
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Foreign companies may register an alternative trading name with the Registrar, and a name so registered is treated as the company's corporate name in Kenya.

Section 977. Foreign company can be registered under alternativenameunder which it will carry on business in Kenya Section 977(1) A foreign company that wishes to be registered under this Part may, at any time, lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a statement specifying a name , other than its corporate name , under which it proposes to carry on business in Kenya. Section 977(2) A foreign company that has registered an alternative name may at any time, lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration, a statement specifying a different name under which it proposes to carry on business in Kenya, which may be its corporate name or a further alternative, in substitution for the name previously registered. Section 977(3) If a foreign company is registered with an alternative name as provided by this section, that name is for all purposes of the law applying in Kenya the corporate name of the company ("the company whose shares are the subject of a takeover offer;") . Section 977(4)(a) affect the references in this section or section 976 to the company's corporate name; Section 977(4)(b) affect any rights or obligation of the company ("the company whose shares are the subject of a takeover offer;") ; or Section 977(4)(c) render defective any legal proceedings brought by or against the company ("the company whose shares are the subject of a takeover offer;") . Section 977(5) Any legal proceedings that might have been continued or commenced against the company ("the company whose shares are the subject of a takeover offer;") by its corporate name , or any name previously registered under this section, may be continued or commenced against it by its name for the time being so registered.
978
FOREIGN COMPANIES - 978. Registrar to issue certificate of compliance on change ofnameofregistered foreign company
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When a registered foreign company changes its registered name, the Registrar must issue a prescribed certificate under the Registrar's common seal certifying the company's registration with that name.

Section 978. Registrar to issue certificate of compliance on change ofnameofregistered foreign company Section 978(1) On registering a change in a registered foreign company ’s name , the Registrar ("the person for the time being holding office as Registrar of Companies under;") shall issue to the company ("the company whose shares are the subject of a takeover offer;") a certificate, under the Registrar ("the person for the time being holding office as Registrar of Companies under;") ’s common seal and in the prescribed form, certifying the company ("the company whose shares are the subject of a takeover offer;") ’s registration with that name . Section 978(2) A certificate under subsection (1) is conclusive evidence of the matters stated in it. [Act No. 28 of 2017 , s. 54.]
979
FOREIGN COMPANIES - 979. Foreign company required to have local representative
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The Registrar must not register a foreign company under this Part unless the company has at least one local representative who meets the prescribed regulatory requirements; failure to have a local representative triggers offences and fines, and persistent non‑compliance can lead to striking the company's name from the Foreign Companies Register.

Section 979. Foreign company required to have local representative Section 979(1) The Registrar may not register a foreign company under this Part unless the company ("the company whose shares are the subject of a takeover offer;") has at least one local representative in relation to whom the foreign company has complied with the prescribed requirements of the foreign companies regulations relating to local representatives of foreign companies. Section 979(2)(a) as a result of a person having ceased on a particular day to be a local representative of the foreign company, a registered foreign company has no local representative; and Section 979(2)(b) the company ("the company whose shares are the subject of a takeover offer;") carries on business, or has a place of business, in Kenya, Section 979(3) If a registered foreign company fails to comply with subsection (2) , the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding five hundred thousand shillings. Section 979(4) If, after a registered foreign company or an officer of the company ("the company whose shares are the subject of a takeover offer;") is convicted of an offence under subsection (3) , the company continues to carry on business in Kenya without having a local representative, the company, and each officer of the company who is in default, commit a further offence on each day on which the contravention continues and on conviction are each liable to a fine not exceeding fifty thousand shillings for each such offence. Section 979(5) On becoming aware that a registered foreign company has carried on business in Kenya for more than twenty-one days, and is continuing to carry on that business, without having a local representative, the Registrar ("the person for the time being holding office as Registrar of Companies under;") shall take steps to strike the company ("the company whose shares are the subject of a takeover offer;") 's name from the Foreign Companies Register in accordance with section 992 .
980
FOREIGN COMPANIES - 980. Appointment and termination of appointment of local representation
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Registered foreign companies must lodge notices with the Registrar within one month when appointing, when a local representative ceases office, and when a local representative changes residential address; failure is an offence with fines.

Section 980. Appointment and termination of appointment of local representation Section 980(1) Within one month after a registered foreign company has appointed a person as a local representative of the company ("the company whose shares are the subject of a takeover offer;") in Kenya, the company ("the company whose shares are the subject of a takeover offer;") shall lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a notice ("notice in writing;") of the appointment, specifying the person’s name and residential address and such other particulars (if any) as are prescribed for the purposes of this section. Section 980(2) Subsection (1) does not apply to the appointment of a person as a local representative of a registered foreign company if particulars of that appointment are contained in the company's application for registration under this Part. Section 980(3) Within one month after a person who is a local representative of a registered foreign company has died, resigned or otherwise ceased to hold office as such, the company ("the company whose shares are the subject of a takeover offer;") shall lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a notice ("notice in writing;") to the effect that the person has ceased to be a local representative of the company ("the company whose shares are the subject of a takeover offer;") in Kenya. Section 980(4) Within one month after a local representative of a registered foreign company has changed his or her residential address in Kenya, the company ("the company whose shares are the subject of a takeover offer;") shall lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a notice ("notice in writing;") giving details of the change. Section 980(5) If a registered foreign company fails to comply with subsection (1) , (3) or (4) , the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding two hundred thousand shillings. Section 980(6) If, after a foreign company or an officer of the company ("the company whose shares are the subject of a takeover offer;") is convicted of an offence under subsection (5) , the company fails to lodge the required notice with the Registrar, the company, and each officer of the company who is in default, commit a further offence on each day on which the contravention continues and on conviction are each liable to a fine not exceeding twenty thousand shillings for each such offence.
981
FOREIGN COMPANIES - 981. Liability of local representative
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A local representative must perform all acts the company is required to do and can be personally liable to any penalty imposed on the company if the Court is satisfied they should be liable; where a registered foreign company has multiple local representatives, if one discharges a responsibility it is taken to have been discharged by the others.

Section 981. Liability of local representative Section 981(1)(a) is answerable for the doing of all acts, matters and things that the company ("the company whose shares are the subject of a takeover offer;") is required by or under this Act to do; and Section 981(1)(b) is personally liable to a penalty imposed on the company ("the company whose shares are the subject of a takeover offer;") for a contravention of, or failure to comply with, this Act if the Court ("(unless some other court is specified) the High Court;") hearing the matter is satisfied that the local representative should be so liable. Section 981(2)(a) answerable for the doing of all acts and things that the company ("the company whose shares are the subject of a takeover offer;") is required by or under this Act to do; and Section 981(2)(b) personally liable to a penalty imposed on the company ("the company whose shares are the subject of a takeover offer;") for a contravention of, or failure to comply with, this Act if the Court ("(unless some other court is specified) the High Court;") hearing the matter is satisfied that they should be so liable. Section 981(3) If, in relation to a registered foreign company that has two or more local representatives, the responsibility for doing an act or thing that the company ("the company whose shares are the subject of a takeover offer;") is required by or under this Act to do is discharged by one those representatives, it is taken to have been also discharged by the other or others of those representatives.
982
FOREIGN COMPANIES - 982. Particulars of places of businesses of registered foreign companies to be notified to Registrar
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Registered foreign companies must lodge prescribed particulars of any place of business in Kenya with the Registrar before carrying on business there; they must also notify closure within 21 days. Failure (by the company and defaulting officers) is an offence punishable by fines up to 500,000 shillings and continuing daily fines up to 50,000 shillings.

Section 982. Particulars of places of businesses of registered foreign companies to be notified to Registrar Section 982(1) A registered foreign company shall not carry on business at a place in Kenya unless the company ("the company whose shares are the subject of a takeover offer;") has lodged with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a notice ("notice in writing;") containing the prescribed particulars of that place. Section 982(2) A registered foreign company does not contravene subsection (1) in respect of a place of business if particulars of the place of business were included in the company's application for registration. Section 982(3) Within twenty-one days after closing a place of business in Kenya, a registered foreign company shall lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a notice ("notice in writing;") containing the prescribed particulars of the closure. Section 982(4) A registered foreign company that does not carry on business at a place of business of the company ("the company whose shares are the subject of a takeover offer;") for a continuous period of six months is taken to have closed it. Section 982(5) If a registered foreign company fails to comply with subsection (1) or (3) , the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding five hundred thousand shillings. Section 982(6) If, after a registered foreign company or an officer of the company ("the company whose shares are the subject of a takeover offer;") is convicted of an offence under subsection (5) , the company continues to fail to lodge the requisite notice with the Registrar for registration, the company, and each officer of the company who is in default, commit a further offence on each day on which the contravention continues and on conviction are each liable to a fine not exceeding fifty thousand shillings for each such offence.
983
FOREIGN COMPANIES - 983. Registered foreign company to have registered office
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Registered foreign companies must have and maintain a registered office in Kenya, keep it open during specified hours with a local representative present, register opening hours with the Registrar, notify the Registrar within seven days of changes to location or hours, and face fines for non-compliance.

Section 983. Registered foreign company to have registered office Section 983(1) A registered foreign company shall establish and maintain a registered office in Kenya to which all communications and notices may be addressed. Section 983(2)(a) that its registered office is kept open on each business day from at least 10 a.m. to 12 noon and from at least 2 p.m. to 4 p.m.; and Section 983(2)(b) that a local representative of the company ("the company whose shares are the subject of a takeover offer;") is present at all times when the office is open. Section 983(3) The company shall lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a notice ("notice in writing;") of the hours between 9 a.m. and 5 p.m. on each business day during which the body's registered office in Kenya is kept open. Section 983(4) The company shall, within seven days after making a change in the location of its registered office in Kenya, lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a notice ("notice in writing;") of the change and of the new address of that office. Section 983(5) The company shall, within seven days after making a change to the hours during which its registered office in Kenya is kept open, lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a notice ("notice in writing;") of the change. Section 983(6) If a registered foreign company fails to comply with a requirement of this section, the company ("the company whose shares are the subject of a takeover offer;") and each officer of the company ("the company whose shares are the subject of a takeover offer;") who is in default , commit an offence and on conviction are each liable to a fine not exceeding two hundred thousand shillings. Section 983(7) If, after a registered foreign company or any of its officers is convicted of an offence under subsection (6) , the company continues to fail to comply with the relevant requirement, the company, and each officer of the company who is in default, commit a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding twenty thousand shillings for each such offence.
984
FOREIGN COMPANIES - 984. Registered foreign company to display itsnameat office and places of business
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A registered foreign company must display its name at its office and places of business, including its place of origin; if member liability is limited and the name does not end with "Limited" or "Ltd.", it must display a written notice of limited liability; and its registered office must show the words "Registered Office". Failure to comply is an offence with fines.

Section 984. Registered foreign company to display itsnameat office and places of business Section 984(1)(a) its name and the name of its place of origin; Section 984(1)(b) if the liability of its members is limited and the last word of its name is neither the word "Limited" nor the abbreviation "Ltd.", notice ("notice in writing;") of the fact that the liability of its members is limited; and Section 984(1)(c) in the case of its registered office, the expression "Registered Office". Section 984(2) If a registered foreign company fails to comply with subsection (1) , the company and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding one hundred thousand shillings. Section 984(3) If, after a foreign company or any of its officers is convicted of an offence under subsection (2) , the company continues to fail to comply with a requirement of subsection (1) , the company, and each officer of the company who is in default, commit a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding ten thousand shillings for each such offence.
985
FOREIGN COMPANIES - 985. Registered foreign company to state itsnameand other information in documents and communications relating to its business in Kenya
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A registered foreign company must state its name and specified information in prescribed documents and communications and must provide prescribed information on request; failure to comply is an offence attracting a fine up to five hundred thousand shillings.

Section 985. Registered foreign company to state itsnameand other information in documents and communications relating to its business in Kenya Section 985(1)(a) state its name and other specified information in prescribed classes of documents and communications relating to its business in Kenya; and Section 985(1)(b) provide prescribed information on request to those with whom it deals in the course of carrying on its business in Kenya. Section 985(2) If a registered foreign company fails to comply with subsection (1) , the company and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding five hundred thousand shillings.
986
FOREIGN COMPANIES - 986. Registered foreign company to givenoticeof certain changes relating to its constitution, directors and business in Kenya
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Registered foreign companies must lodge with the Registrar a notice of certain changes to constitution, directors, beneficial owners, local representatives or registered office/principal place of business in their place of origin; the Registrar may extend the lodging period in special circumstances; failure is an offence with fines.

Section 986. Registered foreign company to givenoticeof certain changes relating to its constitution, directors and business in Kenya Section 986(1)(a) its constitution or any other document lodged in relation to the company ("the company whose shares are the subject of a takeover offer;") ; Section 986(1)(b) its directors; Section 986(1)(ba) its beneficial owners; Section 986(1)(c) the powers of any directors who reside in Kenya and members of a Kenyan board of directors of the company ("the company whose shares are the subject of a takeover offer;") ; or Section 986(1)(d) a local representative or local representatives; Section 986(1)(e) the name or address of a local representative; or Section 986(1)(f) if it has in its place of origin a registered office for the purposes of a law (other than this Act) that is in force there — that office; or Section 986(1)(f)(i) if it has in its place of origin a registered office for the purposes of a law (other than this Act) that is in force there — that office; or Section 986(1)(f)(ii) otherwise, its principal place of business in its place of origin; lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a notice ("notice in writing;") of particulars of the change, together with such documents (if any) as are prescribed by the regulations ("the companies general regulations made and in force under this Act, but does not, unless expressly provided, include the foreign companies regulations or savings and transitional regulations;") for the purposes of this section. Section 986(2) The Registrar may, in special circumstances, extend the period within which a notice ("notice in writing;") or document under subsection (1) is required to be lodged. Section 986(3) If a registered foreign company fails to lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") a notice ("notice in writing;") of a change of the kind referred to in subsection (1) , the company and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding two hundred thousand shillings. Section 986(4) If, after a registered foreign company or any of its officers is convicted of an offence under subsection (3) , the company continues to fail to lodge with the Registrar a notice of a change of the kind referred to in subsection (1) ), the company, and each officer of the company who is in default, commit a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding twenty thousand shillings for each such offence. [Act No. 10 of 2023 , Sch.]
987
FOREIGN COMPANIES - 987. Copies ofregistered foreign company’s financial statements and other documents to be lodged with Registrar
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Registered foreign companies must lodge annual financial statements (at least once every calendar year and not more than 15 months apart) in prescribed form with a declaration, comply with notices from the Registrar, and prepare statements where not required by their place of origin; the Registrar and Cabinet Secretary have specified powers; failures are offences liable to fines.

Section 987. Copies ofregistered foreign company’s financial statements and other documents to be lodged with Registrar Section 987(1) Subject to this section, a registered foreign company shall, at least once in every calendar year and at intervals of not more than fifteen months, lodge a copy of its financial statement made up to the end of its last financial year, in such form and containing such particulars, and including copies of such documents, as the company ("the company whose shares are the subject of a takeover offer;") is required to prepare by the law for the time being applicable to that company in its place of origin, together with a statement in writing, supported by a statutory declaration, verifying that the copies are true copies of the documents so required. Section 987(2) The Registrar may extend the period within which subsection (1) requires a financial statement or other document to be lodged. Section 987(3) The Registrar may, if of the opinion that the financial statement and the other documents referred to in subsection (1) do not adequately and accurately disclose the company's financial position, require the company to lodge with the Registrar within such period, and in such form, as may be prescribed for the purpose of this subsection such documents as will fully disclose that position. Section 987(4) Subsection (3) does not authorise the Registrar to require a document to contain any information that the company would not be required to provide if it were a public company incorporated under this Act. Section 987(5) A registered foreign company shall comply with the requirements of such a notice ("notice in writing;") . Section 987(6) If a registered foreign company is not required by the law of the place of its incorporation or formation to prepare a financial statement, the company ("the company whose shares are the subject of a takeover offer;") shall prepare and lodge a financial statement, within such period, in such form and containing such particulars and including such documents as the company ("the company whose shares are the subject of a takeover offer;") would have been required to prepare if the company ("the company whose shares are the subject of a takeover offer;") were a public company incorporated under this Act. Section 987(7) The Cabinet Secretary may, by notice ("notice in writing;") published in the Gazette , declare that this section does not apply to specified registered foreign companies. Section 987(8) Subsections (1) to (6) do not apply to a registered foreign company in respect of which a notice under subsection (7) has effect. Section 987(9) The Cabinet Secretary may, by notice ("notice in writing;") published in the Gazette , revoke a notice ("notice in writing;") made under subsection (7) , and if the Cabinet Secretary does so, the registered foreign company concerned becomes subject to subsections (1) to (6) from the date of the notice of revocation or from such later date as may be specified in that notice. Section 987(10) If a registered foreign company fails to comply with a subsection (5) or (6) , the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding one million shillings. Section 987(11) If, after a registered foreign company or an officer of the company ("the company whose shares are the subject of a takeover offer;") is convicted of an offence under subsection (10) , the company continues to fail to comply with the requirement specified in subsection (5) or (6) , the company, and each officer of the company who is in default, commit a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding one hundred thousand shillings for each such offence.
988
FOREIGN COMPANIES - 988. Provision for registration of charges over Kenyanpropertyof foreign company
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The foreign companies regulations may make rules for registering specified charges over property in Kenya of a registered foreign company and related matters.

Section 988. Provision for registration of charges over Kenyanpropertyof foreign company Section 988(1) The foreign companies regulations may provide for the registration of specified charges over property ("all rights and interests in property;") in Kenya of a registered foreign company . Section 988(2)(a) the circumstances in which property ("all rights and interests in property;") is to be regarded, as being, or not being, in Kenya or in a particular part of Kenya; Section 988(2)(b) the keeping by a registered foreign company of records and registers about specified charges and their inspection; Section 988(2)(c) the consequences of failing to register a charge in accordance with this Act; and Section 988(2)(d) the circumstances in which a registered foreign company ceases to be subject to this Act. Section 988(3) The foreign companies regulations may for this purpose apply, with or without modifications, any of the provisions of Part XXXII. Section 988(4) The foreign companies regulations may modify any reference in an enactment to Part XXXII, or to a particular provision of that Part, so as to include a reference to those regulations or to a specified provision of those regulations.
989
FOREIGN COMPANIES - 989. Registered foreign company tolodgecertain returns with Registrar
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A registered foreign company must provide the Registrar with returns and information as the Registrar reasonably requires; failure is an offence with fines.

Section 989. Registered foreign company tolodgecertain returns with Registrar Section 989(1) A registered foreign company shall, as and when required to do so by the Registrar ("the person for the time being holding office as Registrar of Companies under;") , provide the Registrar ("the person for the time being holding office as Registrar of Companies under;") with such returns, containing such information, relating to the company ("the company whose shares are the subject of a takeover offer;") as the Registrar ("the person for the time being holding office as Registrar of Companies under;") may reasonably require. Section 989(2) If a registered foreign company fails to comply with subsection (1) , the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding two hundred thousand shillings. Section 989(3) If, after a registered foreign company or an officer of the company ("the company whose shares are the subject of a takeover offer;") is convicted of an offence under subsection (2) , the company continues to fail to provide the Registrar with a particular return to which subsection (1) applies, the company, and each officer of the company who is in default, commit a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding twenty thousand shillings for each such offence.
990
FOREIGN COMPANIES - 990. Natural person’s residentialaddressto be protected from disclosure
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A natural person’s residential address must be protected from disclosure.

Section 990. Natural person’s residentialaddressto be protected from disclosure
991
FOREIGN COMPANIES - 991. Local representative ofregistered foreign companytonotifyRegistrar of certain events affectingthe company
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Local representatives in Kenya must lodge a written notice with the Registrar within one month after a registered foreign company ceases business in Kenya or is dissolved/deregistered in its place of origin; the Registrar shall then strike the company's name off the Foreign Companies Register.

Section 991. Local representative ofregistered foreign companytonotifyRegistrar of certain events affectingthe company Section 991(1) Within one month after a registered foreign company has ceased to carry on business in Kenya, each person who, on the day when the company ("the company whose shares are the subject of a takeover offer;") ’s business in Kenya ceased, was a local representative of the company ("the company whose shares are the subject of a takeover offer;") in Kenya shall lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a notice ("notice in writing;") of that fact. Section 991(2) Within one month after a registered foreign company has been dissolved or deregistered in its place of origin, each person who was, on the day when the company ("the company whose shares are the subject of a takeover offer;") was dissolved or deregistered in its place of origin, a local representative of the company ("the company whose shares are the subject of a takeover offer;") in Kenya shall lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a notice ("notice in writing;") of that fact. Section 991(3) As soon as practicable after receiving a notice ("notice in writing;") under subsection (1) or (2) , the Registrar shall strike the foreign company's name off the Foreign Companies Register. Section 991(4) If a foreign company's name is struck off the register under subsection (3) , the company ceases to be registered under this Part. Section 991(5)(a) notice ("notice in writing;") of that fact; and Section 991(5)(a)(i) notice ("notice in writing;") of that fact; and Section 991(5)(a)(ii) when a liquidator is appointed, notice ("notice in writing;") of the appointment; and Section 991(5)(b) the Court ("(unless some other court is specified) the High Court;") shall, on application by the person who is the liquidator for the company ("the company whose shares are the subject of a takeover offer;") in its place of origin, or by the Registrar ("the person for the time being holding office as Registrar of Companies under;") , appoint a liquidator of the company ("the company whose shares are the subject of a takeover offer;") in respect of its property ("all rights and interests in property;") in Kenya. Section 991(6)(a) shall, before distributing the company ("the company whose shares are the subject of a takeover offer;") 's property ("all rights and interests in property;") in Kenya, by advertisement in a daily newspaper circulating generally in each country or territory where the foreign company carried on business at any time during the six years before the liquidation, invite all creditors to make their claims against the company ("the company whose shares are the subject of a takeover offer;") within a reasonable time before the distribution is made; Section 991(6)(b) may not, without obtaining an order of the Court ("(unless some other court is specified) the High Court;") , pay out a creditor of the company ("the company whose shares are the subject of a takeover offer;") to the exclusion of another creditor of the foreign company; and Section 991(6)(c) shall, unless the Court ("(unless some other court is specified) the High Court;") otherwise orders, recover and realise the property ("all rights and interests in property;") of the company ("the company whose shares are the subject of a takeover offer;") in Kenya and pay the net amount so recovered and realised to the liquidator appointed in respect of the company ("the company whose shares are the subject of a takeover offer;") in its place of origin. Section 991(7) If a registered foreign company has been liquidated so far as its property ("all rights and interests in property;") in Kenya is concerned and no liquidator has been appointed in respect of the company ("the company whose shares are the subject of a takeover offer;") in its place of origin, the liquidator may apply to the Court ("(unless some other court is specified) the High Court;") for directions about the disposal of the net amount recovered in accordance with subsection (6)(c) . Section 991(8) A person who fails to comply with subsection (1) , (2) or (5)(a) commits an offence and on conviction is liable to a fine not exceeding two hundred thousand shillings. Section 991(9) If, after being convicted of an offence under subsection (8) , a person continues to fail to lodge the notice referred to in subsection (1) , (2) or (5)(a) , the person commits a further offence on each day on which the failure continues and on conviction is liable to a fine not exceeding twenty thousand shillings for each such offence. Section 991(10)(a) fails to comply with subsection (6)(a) or (c) ; or Section 991(10)(b) contravenes subsection (6)(b) , commits an offence and on conviction is liable to a fine not exceeding five hundred thousand shillings. Section 991(11) If, after being convicted of an offence under subsection (10) , a liquidator continues to fail to comply with the relevant requirement of subsection (8) (a) or (c), the liquidator commits a further offence on each day on which the failure continues and on conviction is liable to a fine not exceeding fifty thousand shillings for each such offence.
992
FOREIGN COMPANIES - 992. Power of Registrar to strikeregistered foreign company'snamefromRegisterof Foreign Companies in certain circumstances
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The Registrar may publish and send a notice and may strike a foreign company's name off the Foreign Companies Register if the company does not show it is still carrying on business in Kenya or has not appointed a local representative within specified periods.

Section 992. Power of Registrar to strikeregistered foreign company'snamefromRegisterof Foreign Companies in certain circumstances Section 992(1)(a) is not carrying on business in Kenya (otherwise than as a result of a notice ("notice in writing;") lodged under section 991 ); or Section 992(1)(b) is carrying on such a business without having a local representative, Section 992(2) Unless the Registrar ("the person for the time being holding office as Registrar of Companies under;") receives, within six weeks after the date of the letter, an answer to the effect that the foreign company is still carrying on business in Kenya, or has appointed a local representative, the Registrar ("the person for the time being holding office as Registrar of Companies under;") may publish in the Gazette , and send to the company ("the company whose shares are the subject of a takeover offer;") , a notice ("notice in writing;") that, at the end of three months after the date of the notice ("notice in writing;") , the foreign company's name will, unless cause to the contrary is shown, be struck off the Foreign Companies Register . Section 992(3) At the end of the period specified in a notice ("notice in writing;") sent under subsection (2) , the Registrar may, unless cause to the contrary has been shown, strike the foreign company's name off the register and, if the Registrar does so, the Registrar shall publish in the Gazette notice ("notice in writing;") of the striking off. Section 992(4) Nothing in subsection (3) or section 991 affects the power of the Court to liquidate a registered foreign company whose name has been struck off the Foreign Companies Register. Section 992(5) On being struck off the Foreign Companies Register in accordance with subsection (3) , the foreign company ceases to be registered under this Part. Section 992(6) If a foreign company's name is struck off the Foreign Companies Register in accordance with this Division, an obligation to lodge a document that this Act imposed on the company ("the company whose shares are the subject of a takeover offer;") as a result of having done an act or thing, or the occurrence of an event, at or before the time of the cancellation (being an obligation not fulfilled at or before that time) continues to apply in relation to the company ("the company whose shares are the subject of a takeover offer;") even if the period prescribed for lodging the document has not ended at or before that time.
992A
FOREIGN COMPANIES - 992A. Record keeping after strike-off
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When a foreign company is struck off under sections 991 and 992, the local representative or the liquidator must keep all company records required by the Act for at least seven years from the date of strike-off.

Section 992A. Record keeping after strike-off Section Where a foreign company is struck-off pursuant to sections 991 and 992 , it shall be the duty of the local representative of the company or the liquidator, as the case may be, to maintain all the records required to be maintained by the company under this Act for at least seven years from the date of the strike off. [Act No. 10 of 2023 , Sch.]
993
FOREIGN COMPANIES - 993. Restoration of foreign company to Foreign CompaniesRegisterin certain circumstances
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The Registrar may restore a foreign company's name if the name was struck off due to the Registrar's error; a dissatisfied person may apply to the Court within twelve years for restoration; the Court may order restoration and make directions; lodging an order with the Registrar treats the name as never struck off; the Registrar must publish a notice of restoration in the Gazette.

Section 993. Restoration of foreign company to Foreign CompaniesRegisterin certain circumstances Section 993(1) If the Registrar ("the person for the time being holding office as Registrar of Companies under;") is satisfied that a foreign company’s name was struck off the Foreign Companies Register as a result of an error on the Registrar ("the person for the time being holding office as Registrar of Companies under;") ’s part, the Registrar ("the person for the time being holding office as Registrar of Companies under;") may restore the foreign company’s name to that Register , and if the Registrar ("the person for the time being holding office as Registrar of Companies under;") does so, the foreign company’s name is taken never to have been struck off and the company ("the company whose shares are the subject of a takeover offer;") is taken never to have ceased to be registered under this Part. Section 993(2) A person who is dissatisfied with a decision striking a foreign company's name off the Foreign Company's Register may, within twelve years after the striking off, apply to the Court ("(unless some other court is specified) the High Court;") for the company ("the company whose shares are the subject of a takeover offer;") 's name to be restored to that Register . Section 993(3)(a) at the time of the striking off, the foreign company was carrying on business in Kenya; or Section 993(3)(b) it is otherwise just for the foreign company's name to be restored to the register ; Section 993(3)(c) make an order directing that company's name to be restored to the Foreign Companies Register ; and Section 993(3)(d) if it does so, give such directions, and make such provision, as it thinks just for placing that company and all other persons as nearly as practicable in the same position as if its name had never been struck off. Section 993(4) On the lodgement with the Registrar ("the person for the time being holding office as Registrar of Companies under;") of an office copy of an order under subsection (3) , the foreign company's name is taken never to have been struck off the Foreign Companies Register. Section 993(5) If a foreign company's name is restored to the Foreign Companies Register under subsection (1) or (3) , the Registrar shall publish in the Gazette a notice ("notice in writing;") of the restoration.
994
FOREIGN COMPANIES - 994. Registrar to keep Foreign CompaniesRegister
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The Registrar must establish and maintain a Foreign Companies Register and record prescribed particulars of registered foreign companies; the Registrar may keep the Register on paper or electronically and must ensure an electronic register is visually reproducible; the Registrar must keep the Register open for inspection and transfer prior records after commencement.

Section 994. Registrar to keep Foreign CompaniesRegister Section 994(1) The Registrar shall establish and maintain a register , called the Foreign Companies Register . Section 994(2) The Registrar shall enter in the Foreign Companies Register the names and prescribed particulars of all registered foreign companies, and may enter in the Register such other particulars in respect of them as it considers necessary for the effective enforcement and administration of this Act. Section 994(3) The Registrar may establish the Register in paper or electronic form , or both. However, if the Foreign Companies Register is kept in electronic form , the Registrar ("the person for the time being holding office as Registrar of Companies under;") shall ensure that it is capable of being reproduced in a visually readable form. Section 994(4) The Registrar shall keep the Register at such place or places as are prescribed its head office and ensure that it is kept open for inspection by interested persons during normal business hours of the Registrar ("the person for the time being holding office as Registrar of Companies under;") . Section 994(5) As soon as practicable after the commencement of this Part, the Registrar ("the person for the time being holding office as Registrar of Companies under;") shall transfer to the Foreign Companies Register the records relating to foreign companies that were registered under the repealed Act immediately before that commencement.
995
FOREIGN COMPANIES - 995. Power ofCabinet Secretaryto make foreign companies regulations
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The Cabinet Secretary has the power to make regulations concerning foreign companies.

Section 995. Power ofCabinet Secretaryto make foreign companies regulations Section 995(1)(a) required or permitted by this Part to be prescribed by regulations; or Section 995(1)(b) necessary or convenient to be prescribed by such regulations for carrying out or giving effect to this Part. Section 995(2) The foreign companies regulations may, in relation to registered foreign companies or foreign companies required to be registered under this Part, provide for any matters for which companies general regulations under section 1025 may provide in relation to companies formed and registered under this Act. Section 995(3) Except as otherwise expressly provided in this Part, the foreign companies regulations may be of general or specially limited application or may differ according to differences in time, locality, place or circumstance.

Part XXXVIII

OFFENCES AND LEGAL PROCEEDINGS

1000
OFFENCES AND LEGAL PROCEEDINGS - 1000. Production and inspection of documents if offence suspected
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The Attorney-General, the Director of Public Prosecutions or the Inspector-General of Police may apply to the Court for an order if an officer of a company is suspected of committing an offence and evidence is believed to be in company documents; the Court may authorise inspection or require production of documents; the section also covers banking documents relating to the company; the company is entitled to be heard.

Section 1000. Production and inspection of documents if offence suspected Section 1000(1) An application for an order under subsection (2) may be made to the Court by the Attorney-General, the Director of Public Prosecutions or the Inspector-General of Police. Section 1000(2)(a) that a person has, while an officer of a company, committed an offence in connection with the management of the company ("the company whose shares are the subject of a takeover offer;") 's affairs; and Section 1000(2)(b) that evidence of the commission of the offence is to be found in any documents in the possession, or under the control, of the company ("the company whose shares are the subject of a takeover offer;") , it may make an order in accordance with subsection (3) . Section 1000(3)(a) authorise any person named in it to inspect the documents concerned, or any of them, for the purpose of investigating and obtaining evidence of the alleged offence; or Section 1000(3)(b) require the secretary, or some other specified officer of the company ("the company whose shares are the subject of a takeover offer;") , to produce the documents (or any of them) to a person named in the order at a specified place and within a specified period. Section 1000(4) This section applies also in relation to documents in the possession or under the control of a person carrying on banking business, so far as they relate to the company ("the company whose shares are the subject of a takeover offer;") 's affairs, as it applies to documents in the possession or control of the company ("the company whose shares are the subject of a takeover offer;") , except that no such order as is referred to in subsection (3)(b) can be made because of this subsection. Section 1000(5) A decision of the Court ("(unless some other court is specified) the High Court;") under this section is not appealable. Section 1000(6) A company in relation to which an application is made under subsection (1) is entitled to be heard at the hearing of the application.
1001
OFFENCES AND LEGAL PROCEEDINGS - 1001. Power to enter and search of premises under warrant
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A court or magistrate may issue a warrant on sworn information when there are reasonable grounds to believe required documents exist and have not been produced.

Section 1001. Power to enter and search of premises under warrant Section 1001(1) A Court or magistrate may issue a warrant under this section if satisfied on information on oath given by or on behalf of the Attorney-General , or by a person appointed or authorised to exercise powers under this Part, that there are reasonable grounds for believing that there are on any premises documents whose production has been required under this Part and that have not been produced in compliance with the requirement. Section 1001(2)(a) that there are reasonable grounds for believing that an offence has been committed for which the maximum penalty on conviction is a fine of five hundred thousand shillings and that there are on any premises documents relating to whether the offence has been committed; Section 1001(2)(b) that the Attorney-General , or the person so appointed or authorised, has power to require the production of the documents under this Part; and Section 1001(2)(c) that there are reasonable grounds for believing that if production was so required the documents would not be produced but would be removed from the premises, hidden, tampered with or destroyed. Section 1001(3)(a) to enter the premises specified in the information, using such force as is reasonably necessary for the purpose; Section 1001(3)(b) to search the premises and take possession of any documents appearing to be such documents as are referred to in subsection (1) or (2) , or to take, in relation to any such documents, any other steps that may appear to be necessary for preserving them or preventing interference with them; Section 1001(3)(c) to make copies of any such documents and to take them away; and Section 1001(3)(d) to require any person named in the warrant to provide an explanation of them or to state where they may be found. Section 1001(4) If, in the case of a warrant under subsection (2) , the Court or magistrate is satisfied on oath that there are reasonable grounds for believing that there are also on the premises other documents relevant to the investigation, the Court or magistrate shall also authorise the actions referred to in subsection (3) to be taken in relation to those documents. Section 1001(5) A warrant issued under this section has effect for one month from and including the day on which it is issued. Section 1001(6)(a) for up to three months; or Section 1001(6)(b) if, within that period, proceedings to which the documents are relevant are begun against a person for an offence, until the conclusion of those proceedings. Section 1001(7)(a) intentionally obstructs the exercise of a right conferred by a warrant issued under this section; or Section 1001(7)(b) fails without reasonable excuse to comply with a requirement imposed in accordance with subsection (3)(d) ,
1002
OFFENCES AND LEGAL PROCEEDINGS - 1002. Offence of fraudulent trading
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It is an offence for any person who knowingly participates in carrying on a companys business with intent to defraud creditors or for any fraudulent purpose.

Section 1002. Offence of fraudulent trading Section 1002(1) If a business of a company is carried on with intent to defraud creditors of the company ("the company whose shares are the subject of a takeover offer;") or creditors of any other person, or for any fraudulent purpose, each person who knowingly participates in carrying on the business in that manner commits an offence. Section 1002(2) Subsection (1) applies whether or not the company has been liquidated or is in liquidation. Section 1002(3) A person found guilty of an offence under this section is liable on conviction to imprisonment for a term not exceeding ten years or a fine not exceeding ten million shillings, or to both.
1003
OFFENCES AND LEGAL PROCEEDINGS - 1003. Power ofthe Courtto prohibit payment or transfer of money, financial products or otherproperty
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Section 1003. Power ofthe Courtto prohibit payment or transfer of money, financial products or otherproperty Section 1003(1) In this section— “aggrieved person” means a person who claims that a relevant person is liable, or may be or may

Section 1003. Power ofthe Courtto prohibit payment or transfer of money, financial products or otherproperty Section 1003(1) In this section— “aggrieved person” means a person who claims that a relevant person is liable, or may be or may become liable, to pay money to the first-mentioned person (whether in respect of a debt, as damages or compensation or otherwise, or to account for financial products or other property ("all rights and interests in property;") ); “relevant person” means a person referred to in subsection (2)(a) , (b) or (c) . Section 1003(2)(a) a person in respect of whom an investigation is being carried out under this Act in relation to an act or omission that constitutes or may constitute an offence under this Act; Section 1003(2)(b) a person against whom a prosecution has begun for an offence under this Act; Section 1003(2)(c) a person against whom a civil proceeding has begun under this Act. Section 1003(3)(a) an order prohibiting a person who is indebted to the relevant person or to an associate of the relevant person from making a payment in total or partial discharge of the debt to, or to another person at the direction ("direction in writing;") or request of, the person to whom the debt is owed; Section 1003(3)(b) an order prohibiting a person holding money or other property ("all rights and interests in property;") , on behalf of the relevant person, or on behalf of an associate of the relevant person, from paying all or any of the money, or transferring, or otherwise parting with possession of, the other property ("all rights and interests in property;") , to, or to another person at the direction ("direction in writing;") or request of, the person on whose behalf the money or other property ("all rights and interests in property;") , is or are held; Section 1003(3)(c) an order prohibiting the taking or sending out of Kenya by a person of money of the relevant person or of an associate of the relevant person; Section 1003(3)(d) an order prohibiting the taking, sending or transfer by a person of other property ("all rights and interests in property;") of the relevant person, or of an associate of the relevant person from a place in Kenya to a place outside Kenya; Section 1003(3)(e) if the relevant person is a natural person, a trustee, having such powers as the Court ("(unless some other court is specified) the High Court;") orders, to manage the affairs and property ("all rights and interests in property;") of that person; or Section 1003(3)(e)(i) if the relevant person is a natural person, a trustee, having such powers as the Court ("(unless some other court is specified) the High Court;") orders, to manage the affairs and property ("all rights and interests in property;") of that person; or Section 1003(3)(e)(ii) if the relevant person is a company, an administrator, having such powers as the Court ("(unless some other court is specified) the High Court;") specifies, to manage the affairs and property ("all rights and interests in property;") of the company ("the company whose shares are the subject of a takeover offer;") ; Section 1003(3)(f) if the relevant person is a natural person, an order requiring that person to surrender to the Court ("(unless some other court is specified) the High Court;") the person's passport and such other documents as the Court ("(unless some other court is specified) the High Court;") considers necessary in the circumstances; Section 1003(3)(g) if the relevant person is a natural person, an order prohibiting that person from leaving Kenya without the consent of the Court ("(unless some other court is specified) the High Court;") . Section 1003(4)(a) as trustee for, as nominee for, or otherwise on behalf of or on account of, another person; or Section 1003(4)(b) in a fiduciary capacity. Section 1003(5) An order under this section prohibiting conduct may prohibit the conduct either absolutely or subject to conditions. Section 1003(6) Before hearing an application for an order under this section, the Court ("(unless some other court is specified) the High Court;") may, if in its opinion it is desirable to do so, grant an interim order expressed to have effect pending the determination of the application. Section 1003(7) The Court may not, as a condition of granting an interim order under subsection (6) , require the applicant or any other person to give an undertaking as to damages. Section 1003(8) If the Court ("(unless some other court is specified) the High Court;") has made an order under this section, it may, on application by the applicant for the order or by any other person affected by the order, make a further order discharging or varying the earlier order. Section 1003(9) An order made under this section may be expressed to operate for a specified period or until the order is discharged by a further order under this section. Section 1003(10) This section does not affect the powers that the Court ("(unless some other court is specified) the High Court;") has apart from this section. Section 1003(11) This section has effect subject to the laws relating to insolvency.
1004
OFFENCES AND LEGAL PROCEEDINGS - 1004. Power ofthe Courtto grant injunctions in certain cases
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The Court may grant injunctions (including interim injunctions), discharge or vary them, make related orders (including ordering payment of damages and orders under section 1003), and may not require an undertaking as to damages as a condition of granting an interim injunction.

Section 1004. Power ofthe Courtto grant injunctions in certain cases Section 1004(1)(a) by the past or continuing conduct of, or by a threat to engage in conduct made by, a person referred to in subsection (2) ; or Section 1004(1)(b) by the past or continuing refusal or failure, or by a threatened refusal or failure, of a person do an act or thing that the person is required by this Act to do, Section 1004(2)(a) a contravention of, or a failure to comply with, this Act; Section 1004(2)(b) attempting to contravene, or fail to comply with, this Act; Section 1004(2)(c) aiding, abetting, counselling or procuring a person to contravene, or fail to comply with, this Act; Section 1004(2)(d) inducing or attempting to induce, whether by threats, promises or otherwise, a person to contravene or fail to comply with this Act; Section 1004(2)(e) being in any way, directly or indirectly, knowingly concerned in, or party to, a contravention of, or a failure to comply with, this Act by a person; or Section 1004(2)(f) conspiring with others to contravene or fail to comply with this Act, Section 1004(3) If a person has refused or failed, is refusing or failing, or is proposing to refuse or fail, to do an act or thing that the person is required by this Act to do, the Court ("(unless some other court is specified) the High Court;") may, on hearing of an application under subsection (1) , grant an injunction, on such terms as the Court considers appropriate, requiring the person to do that act or thing. Section 1004(4) If, in the opinion of the Court ("(unless some other court is specified) the High Court;") it is desirable to do so, it may grant an interim injunction pending determination of an application made under subsection (1) . Section 1004(5) The Court may discharge or vary an injunction granted under subsection (2) , (3) or (4) . Section 1004(6)(a) whether or not it appears to the Court ("(unless some other court is specified) the High Court;") that the person intends to engage again, or to continue to engage, in conduct of that kind; Section 1004(6)(b) whether or not the person has previously engaged in conduct of that kind; and Section 1004(6)(c) whether or not there is an imminent danger of substantial damage to any person if the first mentioned person engages in conduct of that kind. Section 1004(7)(a) whether or not it appears to the Court ("(unless some other court is specified) the High Court;") that the person intends to refuse or fail again, or to continue to refuse or fail, to do that act or thing; Section 1004(7)(b) whether or not the person has previously refused or failed to do that act or thing; and Section 1004(7)(c) whether or not there is an imminent danger of substantial loss or damage to any other person if the person refuses or fails to do that act or thing. Section 1004(8) The Court may not require an applicant under this section or any other person to give an undertaking as to damages as a condition of granting an interim injunction. Section 1004(9) In proceedings under this section against a person, the Court ("(unless some other court is specified) the High Court;") may make an order under section 1003 in respect of the person. Section 1004(10) In dealing with an application under this section for the grant of an injunction restraining a person from engaging in particular conduct, or requiring a person to do a particular act or thing, the Court ("(unless some other court is specified) the High Court;") may, either in addition to or instead of, granting an injunction, order that person to pay damages to the applicant or to any other person. Section 1004(11) Subsection (10) applies to an application made by the Attorney-General only if, and to the extent that, the Attorney-General has made the application for the benefit of another person who has sustained loss or damage in consequence of the conduct, or the refusal or failure, of the person to do the particular act or thing concerned.
1005
OFFENCES AND LEGAL PROCEEDINGS - 1005. Power of a court to grant relief in certain cases
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Allows a person who is an officer of a company or employed as the company's auditor and who reasonably believes a claim may be made against them for negligence, default, breach of duty or breach of trust to apply to the court for relief; on hearing the application the court has power to order relief from liability.

Section 1005. Power of a court to grant relief in certain cases Section 1005(1)(a) is an officer of a company; or Section 1005(1)(b) is employed by a company as auditor (whether or not the person is an officer of the company ("the company whose shares are the subject of a takeover offer;") ), Section 1005(2) A person who, being an officer of a company or employed by a company as auditor (whether or not the person is an officer of the company ("the company whose shares are the subject of a takeover offer;") ), reasonably believes that a claim will or might be made against the person for negligence, default, breach of duty or breach of trust may apply to the court for relief under subsection (3) . Section 1005(3) On the hearing of an application made under subsection (2) , the court has the same power to make an order relieving the person from liability as it would have had if it had been a court before which proceedings against the person for negligence, default, breach of duty or breach of trust had been brought.
996
OFFENCES AND LEGAL PROCEEDINGS - 996. Liability of officers who arein default
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Section 996 makes officers liable when they authorise or permit, participate in, or fail to take all reasonable steps to prevent a contravention; it also provides that a company is an officer in default only if at least one of its officers is in default, and that an officer in default is also liable to be proceeded against and punished.

Section 996. Liability of officers who arein default Section 996(1)(a) authorises or permits; Section 996(1)(b) participates in; or Section 996(1)(c) fails to take all reasonable steps to prevent, the contravention of the act or conduct, or the failure to comply with the requirement, that constitutes the offence. Section 996(2) If a company is an officer of another company, the first-mentioned company commits an offence as an officer in default only if at least one of its officers is in default . Section 996(3) If a company that is an officer of another company commits an offence because of subsection (2) , the officer in default also commits the offence and is liable to be proceeded against and punished accordingly.
997
OFFENCES AND LEGAL PROCEEDINGS - 997. Application ofsection 996to bodies other than companies
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Section 997 specifies how references in section 996 to company officers (members, directors, managers, secretaries) are to be read when applied to bodies other than companies (e.g. references become to members, corresponding officers, managers, secretaries or governing-body members as appropriate).

Section 997. Application ofsection 996to bodies other than companies Section 997(1) Deleted by ActNo. 28 of 2017, s. 55(b). Section 997(2)(a) if the body's affairs are managed by its members, a reference to a member ("a member of a company;") of the body; Section 997(2)(a)(i) if the body's affairs are managed by its members, a reference to a member ("a member of a company;") of the body; Section 997(2)(a)(ii) in any other case, to any corresponding officer of the body; and Section 997(2)(b) the reference to a manager or secretary of the company ("the company whose shares are the subject of a takeover offer;") were a reference to a manager, secretary or similar officer of the body. Section 997(3)(a) the reference to a director ("a former director;") of the company ("the company whose shares are the subject of a takeover offer;") were a reference to a member ("a member of a company;") of the partnership; and Section 997(3)(b) the reference to a manager or secretary of the company ("the company whose shares are the subject of a takeover offer;") were a reference to a manager, secretary or similar officer of the partnership. Section 997(4)(a) if the body's affairs are managed by its members, to a member ("a member of a company;") of the body; or Section 997(4)(a)(i) if the body's affairs are managed by its members, to a member ("a member of a company;") of the body; or Section 997(4)(a)(ii) in any other case, to a member ("a member of a company;") of the governing body; and Section 997(4)(b) the reference to a manager or secretary of the company ("the company whose shares are the subject of a takeover offer;") were a reference to a manager, secretary or similar officer of the body. [Act No. 28 of 2017 , s. 55.]
998
OFFENCES AND LEGAL PROCEEDINGS - 998. Proceedings against unincorporated bodies
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Proceedings for an offence alleged to have been committed by an unincorporated body may be brought only in the name of the body; court service rules treat the body as if it were a body corporate for such proceedings; any fine on conviction is payable out of the funds of the body.

Section 998. Proceedings against unincorporated bodies Section 998(1) Proceedings for an offence under this Act alleged to have been committed by an unincorporated body may be brought only in the name of the body (and not in that of any of its members). Section 998(2) For the purposes of any such proceedings, rules of Court relating to the service of documents have effect as if the body were a body corporate . Section 998(3) A fine imposed on an unincorporated body on its conviction of an offence under this Act is payable out of the funds of the body.
999
OFFENCES AND LEGAL PROCEEDINGS - 999. Legal professional privilege
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A person prosecuted under this Act may refuse to disclose information that is protected by legal professional privilege.

Section 999. Legal professional privilege Section A person who is prosecuted for an offence under this Act is not obliged to disclose any information that the person is entitled to refuse to disclose because the information is protected by legal professional privilege.

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