CHAPTER 486 - Companies Act

An Act of Parliament to amend and consolidate the law relating to the incorporation, regulation and winding up of companies and other associations, and to make provision for other matters relating thereto and connected therewith

Arrangement of Sections
Part I - PRELIMINARY
1	Short Title.
2	Interpretation.
3	Register of Companies.
Part II - INCORPORATION OF COMPANIES AND MATTERS INCIDENTAL THERETO
4	Mode of Forming Incorporated Company.
5	Requirements with Respect to Memorandum.
6	Signature of Memorandum.
7	Restriction on Alteration of Memorandum.
8	Mode in Which and Extent to Which Objects of Company may Be Altered
9	Articles Prescribing Regulations for Companies.
10	Regulations Required in Case of Unlimited Company or Company Limited by Guarantee.
11	Adoption and Application of Table A.
12	Printing and Signature of Articles.
13	Alteration of Articles by Special Resolution.
14	Statutory Forms of Memorandum and Articles.
15	Registration of Memorandum and Articles.
16	Effect of Registration.
17	Conclusiveness of Certificate of Incorporation.
18	Registration of Unlimited Company as Limited.
19	Reservation of Name and Prohibition of Undesirable Name.
20	Change of Name.
21	Power to Dispense with "limited" in Name of Charitable and Other Companies.
22	Effect of Memorandum and Articles.
23	Provision as to Memorandum and Articles of Companies Limited by Guarantee.
24	Alteration in Memorandum or Articles Increasing Liability to Contribute to Share Capital Not to Bind Existing Members Without Consent.
25	Power to Alter Conditions in Memorandum Which Could Have Been Contained in Articles. .
26	Copies of Memorandum and Articles to Be Given to Members.
27	Issued Copies of Memorandum to Embody Alterations.
28	Definition of Member.
29	Membership of Holding Company.
30	Meaning of
31	Consequence of Default in Complying with Conditions Constituting a Company a Private Company.
32	Statement in Lieu of Prospectus to Be Delivered to Registrar by Company on Ceasing to Be Private Company.
33	Members Severally Liable for Debts Where Business Carried on with Fewer Than Seven, or in Case of Private Company Two, Members .
34	Form of Contracts
35	Bills of Exchange and Promissory Notes.
36	Execution of Deeds Abroad.
37	Power for Company to Have Official Seal for Use Abroad.
38	Authentication of Documents.
Part III - SHARE CAPITAL AND DEBENTURES
39	Dating of Prospectus.
40	Matters to Be Stated and Reports to Be Set out in Prospectus.
41	Provisions of Section 40 Not to Limit any Other Liability.
42	Expert's Consent to Issue of Prospectus Containing Statement by Him.
43	Registration of Prospectus.
44	Restriction on Alteration of Terms Mentioned in Prospectus or Statement in Lieu of Prospectus.
45	Civil Liability for Mis-statements in Prospectus.
46	Criminal Liability for Mis-statements in Prospectus.
47	Document Containing Offer of Shares or Debentures for Sale to Be Deemed Prospectus.
48	Interpretation of Provisions Relating to Prospectuses.
49	Prohibition of Allotment Unless Minimum Subscription Received.
50	Prohibition of Allotment in Certain Cases Unless Statement in Lieu of Prospectus Delivered to Registrar.
51	Effect of Irregular Allotment.
52	Applications For, and Allotment Of, Shares and Debentures.
53	Allotment of Shares and Debentures to Be Dealt in on Stock Exchange.
54	Return as to Allotments.
55	Power to Pay Certain Commissions, and Prohibition of Payment of All Other Commissions, Discounts, Etc.
56	Prohibition of Provision of Financial Assistance by Company for Purchase of or Subscription for Its Own, or Its Holding Company's Shares.
57	Construction of References to Offering Shares or Debentures to the Public.
58	Application of Premiums Received on Issue of Shares.
59	Power to Issue Shares at a Discount.
60	Power to Issue Redeemable Preference Shares.
61	Power of Company to Arrange for Different Amounts Being Paid on Shares.
62	Reserve Liability of Limited Company.
63	Power of Company Limited by Shares to Alter Its Share Capital.
64	Notice to Registrar of Consolidation of Share Capital, Conversion of Shares into Stock, Etc.
65	Notice of Increase of Share Capital.
66	Power of Unlimited Company to Provide for Reserve Share Capital on Re-registration.
67	Power of Company to Pay Interest out of Capital to Certain Cases.
68	Special Resolution for Reduction of Share Capital.
69	Application to Court for Confirming Order, Objections by Creditors, and Settlement of List of Objecting-creditors.
70	Order Confirming Reduction and Powers of Court on Making Such Order.
71	Registration of Order and Minute of Reduction.
72	Liability of Members in Respect of Reduced Shares.
73	Penalty for Concealing Name of Creditor, Etc.
74	Rights of Holders of Special Classes of Shares.
75	Nature of Shares.
76	Numbering of Shares.
77	Transfer Not to Be Registered Except on Production of Instrument of Transfer.
78	Transfer by Personal Representative.
79	Registration of Transfer at Request of Transferor.
80	Notice of Refusal to Register Transfer.
81	Certification of Transfers.
82	Duties of Company with Respect to Issue of Certificates.
83	Certificate to Be Evidence of Title.
84	Evidence of Grant of Probate.
85	Issue and Effect of Share Warrants to Bearer.
86	Penalty for Personation of Shareholder.
87	Offence in Connection with Share Warrants.
88	Provision as to Registers of Debenture Holders.
89	Rights of Debenture Holders and Shareholders to Inspect Register of Debenture Holders and to Have Copies of Trust Deed
90	Liability of Trustees for Debenture Holders.
91	Perpetual Debentures.
92	Power to Reissue Redeemed Debentures in Certain Cases.
93	Saving, in Case of Reissued Debentures, of Rights of Certain Mortgagees.
94	Specific Performance of Contracts to Subscribe for Debentures.
95	Payment of Certain Debts out of Assets Subject to Floating Charge in Priority to Claims Under the Charge.
Part IV - REGISTRATION OF CHARGES
96	Registration of Charges.
97	Duty of Company to Register Charges Created by Company.
98	Duty of Company to Register Charges Existing on Property Acquired.
99	Certificate of Registration of Charge.
100	Endorsement of Certificate Registration on Debentures.
101	Registration of Satisfaction and Release of Property from Charge.
102	Extension of Time to Register Charges.
103	Registration of Enforcement of Security.
104	Copies of Instruments Creating Charges to Be Kept by Company.
105	Company's Register of Charges.
106	Right to Inspect Copies of Instrument, Creating Charge, and Company's Register of Charges.
Part V - MANAGEMENT AND ADMINISTRATION
107	Registered Office of Company.
108	Notification of Situation of Registered Office and of Change Therein.
109	Publication of Name by Company and Form of Seal.
110	Statement of Amount of Capital Subscribed and Amount Paid Up
111	Restrictions on Commencement of Business.
112	Register of Members.
113	Index of Members.
114	Provisions as to Entries in Register in Relation to Share Warrants
115	Inspection of Register and Index.
116	Consequences of Failure to Comply with Requirements as Register Owing to Agent's Default.
117	Power to Close Register.
118	Power of Court to Rectify Register.
119	Trusts Not to Be Entered on Register.
120	Register to Be Evidence.
121	Power for Company to Keep Branch Register.
122	Regulations as to Branch Register.
123	Stamp Duty in Case of Transfer of Shares Registered in Branch Registers.
124	Provisions as to Branch Registers of Commonwealth Companies Kept in Kenya.
125	Annual Return to Be Made by Company Having a Share Capital.
126	Annual Return to Be Made by Company Not Having a Share Capital.
127	Time for Completion of Annual Return.
128	Documents to Be Annexed to Annual Return.
129	Certificates to Be Sent by Private Company with Annual Return.
130	Statutory Meeting and Statutory Report.
131	Annual General Meeting.
132	Convening of Extraordinary General Meeting on Requisition.
133	Length of Notice for Calling Meetings.
134	General Provisions as to Meetings and Votes.
135	Power of Court to Order Meeting.
136	Proxies.
137	Rights to Demand a Poll.
138	Voting on a Poll.
139	Representation of Corporations at Meetings of Companies and of Creditors.
140	Circulation of Members' Resolutions, Etc.
141	Special Resolutions.
142	Resolutions Requiring Special Notice.
143	Registration and Copies of Certain Resolutions and Agreements.
144	Resolutions Passed at Adjourned Meetings.
145	Minutes of Proceedings of Meetings of Company and of Directors.
146	Inspection of Minute Books.
147	Keeping of Books of Account.
148	Profit and Loss Account and Balance Sheet.
149	General Provisions as to Contents and Form of Accounts.
150	Obligation to Lay Group Accounts Before Holding Company.
151	Form of Group Accounts.
152	Contents of Group Accounts.
153	Financial Year of Holding Company and Subsidiary;
154	Meaning of
155	Signing of Balance Sheet.
156	Accounts and Auditors' Report to Be Annexed to Balance Sheet.
157	Directors' Report to Be Attached to Balance Sheet.
158	Right to Receive Copies of Balance Sheets and Auditors' Report.
159	Appointment and Remuneration of Auditors.
160	Provisions as to Resolutions Relating to Appointment and Removal of Auditors.
161	Disqualifications for Appointment as Auditor.
162	Auditors' Report and Right of Access to Books and to Attend and Be Heard at General Meetings.
163	Construction of References to Documents Annexed to Accounts.
164	Investigation by Registrar.
165	Investigation of Company's Affairs on Application of Members.
166	Investigation of Company's Affairs in Other Cases.
167	Power of Inspectors to Carry Investigation into Affairs of Related Companies.
168	Production of Documents, and Evidence, on Investigation.
169	Inspector's Report.
170	Proceedings on Inspector's Reports.
171	Expenses of Investigation of Company's Affairs.
172	Inspector's Report to Be Evidence.
173	Appointment and Powers of Inspector to Investigate Ownership of Company.
174	Power to Require Information as to Persons Interested in Shares or Debentures.
175	Power to Impose Restrictions on Shares or Debentures
176	Saving for Advocates and Bankers.
177	Number of Directors,
178	Secretary.
178A	Qualifications of a Secretary to a Company.
179	Prohibition of Certain Persons Being Sole Director or Secretary.
180	Avoidance of Acts Done by Person in Dual Capacity as Director and Secretary.
181	Validity of Acts of Directors.
182	Restrictions on Appointment or Advertisement of Director.
183	Share Qualifications of Directors.
184	Appointment of Directors to Be Voted on Individually.
185	Removal of Directors.
186	Minimum Age for Appointment of Directors; and Retirement of Directors over Age Limit.
187	Duty of Directors to Disclose Age to Company.
188	Provisions as to Undischarged Bankrupts Acting as Directors.
189	Power to Restrain Fraudulent Persons from Managing Companies.
190	Prohibition of Tax-free Payments to Directors.
191	Prohibition of Loans to Directors.
192	Approval of Company Requisite for Payment by It to Director for Loss of Office, Etc.
193	Approval of Company Requisite for any Payment in Connection with Transfer of Its Property to Director for Loss of Office, Etc,
194	Duty of Director to Disclose Payment for Loss of Office, Etc. Made in Connection with Transfer of Shares in Company.
195	Provisions Supplementary to Sections 192, 193 and 194.
196	Register of Directors' Shareholdings, Etc.
197	Particulars in Accounts of Directors' Salaries, Pensions, Etc.
198	Particulars in Accounts of Loans to Officers, Etc.
199	General Duty to Make Disclosure for Purposes of Sections.
200	Disclosure by Directors of Interests in Contracts.
201	Register of Directors and Secretaries.
202	Particulars with Respect to Directors in Trade Catalogues, Circulars, Etc.
203	Limited Company may Have Directors with Unlimited Liability
204	Special Resolution of Limited Company Making Liability of Directors Unlimited.
205	Provisions as to Assignment of Office by Directors.
206	Provisions as to Liability of Officers and Auditors.
207	Power to Compromise with Creditors and Members.
208	Information as to Compromises with Creditors and Members.
209	Provisions for Facilitating Reconstruction and Amalgamation of Companies.
210	Power to Acquire Shares of Shareholders Dissenting from Scheme or Contract Approved by Majority.
211	Alternative Remedy to Winding Up in Cases of Oppression
Part VI - WINDING UP
212	Modes of Winding Up.
213	Liability as Contributories of Present and Past Members.
214	Definition of Contributory.
215	Nature of Liability of Contributory,
216	Contributories in Case of Death of Member.
217	Contributories in Case of Bankruptcy of Member.
218	Jurisdiction to Wind Up Companies Registered in Kenya.
219	Circumstances in Which Company may Be Wound Up by the Court.
220	Definition of Inability to Pay Debts.
221	Provisions as to Applications for Winding Up.
222	Power of Court on Hearing Petition.
223	Power to Stay or Restrain Proceedings Against Company.
224	Avoidance of Dispositions of Property, Etc., After Commencement of Winding Up.
225	Avoidance of Attachments, Etc.
226	Commencement of Winding Up by the Court.
227	Copy of Order to Be Forwarded to Registrar.
228	Actions Stayed on Winding-up Order.
229	Effect of Winding-up Order.
230	Official Receiver in Bankruptcy to Be Official Receiver for Winding-up Purposes.
231	Appointment of Official Receiver by Court in Certain Cases.
232	Statement of Company's Affairs to Be Submitted to Official Receiver.
233	Report by Official Receiver.
234	Power of Court to Appoint Liquidators.
235	Appointment and Powers of Interim Liquidator.
236	Appointment, Style, Etc., of Liquidators.
237	Provisions Where Person Other Than Official Receiver is Appointed Liquidator.
238	General Provisions as to Liquidators.
239	Custody of Company's Property.
240	Vesting of Property of Company in Liquidator.
241	Powers of Liquidator.
242	Exercise and Control of Liquidator's Powers.
243	Books to Be Kept by Liquidator.
244	Payments by Liquidator to Official Receiver or into Bank.
245	Audit of Liquidator's Accounts;
246	Control over Liquidators.
247	Release of Liquidators.
248	Meetings of Creditors and Contributories to Determine Whether Committee of Inspection Shall Be Appointed.
249	Constitution and Proceedings of Committee of Inspection.
250	Powers of Court Where No Committee of Inspection.
251	Power to Stay Winding Up.
252	Settlement of List of Contributories. and Application of Assets.
253	Delivery of Property to Liquidator.
254	Payment of Debts Due by Contributory to Company and Extent to Which Set-off Allowed.
255	Power of Court to Make Calls.
256	Payment into Bank of Moneys Due to Company.
257	Order on Contributory Conclusive Evidence.
258	Appointment of Special Manager.
259	Power to Exclude Creditors Not Proving in Time.
260	Adjustment of Rights of Contributories.
261	Inspection of Books by Creditors and Contributories.
262	Power to Order Costs of Winding Up to Be Paid out of Assets.
263	Power to Summon Persons Suspected of Having Property of Company, Etc.
264	Attendance of Officers of Company at Meetings of Creditors, Etc.
265	Power to Order Public Examination of Promoters and Officers.
266	Power to Arrest Absconding Promoters, Officers and Contributories.
267	Powers of Court Cumulative.
268	Delegation to Liquidator of Certain Powers of Court.
269	Dissolution of Company.
270	Appeals.
271	Circumstances in Which Company may Be Wound Up Voluntarily.
272	Notice of Resolution to Wind Up Voluntarily.
273	Commencement of Voluntary Winding Up.
274	Effect of Voluntary Winding Up on Business and Status Of. Company.
275	Avoidance of Transfers, Etc., After Commencement of Voluntary Winding Up.
276	Statutory Declaration of Solvency in Case of Proposal to Wind Up Voluntarily.
277	Provisions Applicable to a Members' Winding Up.
278	Power of Company to Appoint and Fix Remuneration of Liquidators.
279	Power to Fill Vacancy in Office of Liquidator.
280	Power of Liquidator to Accept Shares, Etc., as Consideration for Sale of Property of Company.
281	Duty of Liquidator to Call Creditors' Meeting in Case of Insolvency.
282	Duty of Liquidator to Call General Meeting at End of Each Year.
283	Final Meeting and Dissolution.
284	Alternative Provisions as to Annual and Final Meetings in Case of Insolvency.
285	Provisions Applicable to a Creditors' Winding Up.
286	Meeting of Creditors.
287	Appointment of Liquidator.
288	Appointment of Committee of Inspection.
289	Fixing of Liquidators' Remuneration.
290	Cesser of Directors' Powers on Appointment of Liquidator
291	Power to Fill Vacancy in Office of Liquidator.
292	Application of Section 280 to a Creditors' Voluntary Winding Up.
293	Duty of Liquidator to Call Meetings of Company and of Creditor at End of Each Year.
294	Final Meeting and Dissolution.
295	Provisions Applicable to Every Voluntary Winding Up
296	Distribution of Property of Company.
297	Powers and Duties of Liquidator in Voluntary Winding Up.
298	Power of Court to Appoint and Remove Liquidator in Voluntary Winding Up.
299	Notice by Liquidator of His Appointment.
300	Arrangement when Binding on Creditors.
301	Power to Apply to Court to Have Questions Determined or Powers Exercised.
302	Costs of Voluntary Winding Up.
303	Saving for Rights of Creditors and Contributories.
304	Power to Order Winding Up Subject to Supervision.
305	Effect of Petition for Winding Up Subject to Supervision.
306	Application of Sections 224 and 225 to Winding Up Subject to Supervision.
307	Power of Court to Appoint or Remove Liquidators.
308	Effect of Supervision Order.
309	Debts of All Descriptions may Be Proved.
310	Application of Bankruptcy Rules in Winding Up of Insolvent Companies.
311	Preferential Payments.
312	Fraudulent Preference.
313	Liabilities and Rights of Certain Fraudulently Preferred Persons.
314	Effect of Floating Charge.
315	Disclaimer of Onerous Property in Case of Company Wound Up
316	Restriction of Rights of Creditor as to Execution or Attachment in Case of Company Being Wound Up.
317	Duties of Court as to Goods Taken in Execution.
318	Offences by Officers of Companies in Liquidation.
319	Penalty for Falsification of Books.
320	Fraud by Officers of Companies Which Have Gone into Liquidation.
321	Officers of Company Failing to Account for Loss of Part of Company's Property.
322	Liability Where Proper Accounts Not Kept.
323	Responsibility for Fraudulent Trading of Persons Concerned.
324	Power of Court to Assess Damages Against Delinquent Directors, Etc.
325	Prosecution of Delinquent Officers and Members of Company.
326	Disqualification for Appointment as Liquidator.
327	Corrupt Inducement Affecting Appointment as Liquidator.
328	Enforcement of Duty of Liquidator to Make Returns, Etc.
329	Notification That a Company is in Liquidation.
330	Exemption of Certain Documents from Stamp Duty on Winding Up of Companies.
331	Books of Company to Be Evidence.
332	Disposal of Books and Papers of Company.
333	Information as to Pending Liquidations.
334	Unclaimed Assets to Be Paid to Companies Liquidation Account.
335	Resolutions Passed at Adjourned Meetings of Creditors and Contributories.
336	Meetings to Ascertain Wishes of Creditors or Contributories.
337	Swearing of Affidavits and Declarations.
338	Power of Court to Declare Dissolution of Company Void.
339	Registrar may Strike Defunct Company off Register.
340	Property of Dissolved Company to Be Bona Vacantia.
341	Power of Government to Disclaim Title to Property Vesting Under Section 340.
342	Companies Liquidation Account.
343	Investment of Surplus Funds; Companies Contingency Fund.
344	Rules and Fees for Winding Up.
Part VII - RECEIVERS AND MANAGERS
345	Disqualification of Body Corporate for Appointment as Receiver.
346	Disqualification of Undischarged Bankrupt from Acting as Receiver or Manager.
347	Power to Appoint Official Receiver as Receiver for Debenture Holders or Creditors.
348	Receivers and Managers Appointed out of Court.
349	Notification That Receiver or Manager Appointed.
350	Power of Court to Fix Remuneration on Application of Liquidator.
351	Provisions as to Information Where Receiver or Manager Appointed.
352	Special Provisions as to Statement Submitted to Receiver
353	Delivery to Registrar of Accounts of Receivers and Managers.
354	Enforcement of Duty of Receivers and Managers to Make Returns, Etc.
355	Construction of References to Receivers and Managers.
Part VIII - APPLICATION OF ACT TO COMPANIES FORMED OR REGISTERED UNDER THE REPEALED ORDINANCES
356	Application of Act to Companies Formed and Registered Under the Repealed Ordinances.
Part IX - WINDING UP OF UNREGISTERED COMPANIES
357	Meaning of Unregistered Company.
358	Winding Up of Unregistered Companies.
359	Foreign Companies may Be Wound Up Although Dissolved.
360	Contributories in Winding Up of Unregistered Company.
361	Power of Court to Stay or Restrain Proceedings.
362	Actions Stayed on Winding-up Order.
363	Provisions of Part Ix Cumulative.
364	Saving for Winding Up Under the Repealed Ordinances.
Part X - COMPANIES INCORPORATED OUTSIDE KENYA
365	Application of Sections 366 to 375.
366	Documents, Etc., to Be Delivered to Registrar by Foreign Companies Carrying on Business in Kenya.
367	Certificate of Registration and Power to Hold Land.
368	Returns to Be Delivered to Registrar by Foreign Company.
369	Registration of Charges Created by Foreign Companies.
370	Accounts of Foreign Company.
371	Obligation to State Name of Foreign Company, Whether Limited and Country Where Incorporated.
372	Service on Foreign Company.
373	Cessation of Business by Foreign Company and Striking off Register.
374	Penalties.
375	Interpretation of Sections 366 to 374.
376	Dating of Prospectus and Particulars to Be Contained Therein.
377	Provisions as to Expert's Consent and Allotment.
378	Registration of Prospectus.
379	Penalty for Contravention of Sections 376 to 378.
380	Civil Liability for Mis-statements in Prospectus.
381	Interpretation of Provisions as to Prospectus.
Part XI - GENERAL PROVISIONS AS TO REGISTRATION
382	Appointment of Registrar, Etc.
383	Fee.
384	Inspection, Production and Evidence of Documents Kept by Registrar.
385	Enforcement of Duty of Company to Make Returns to Registrar.
Part XII - MISCELLANEOUS PROVISIONS WITH RESPECT TO INSURANCE AND PRODUCE COMPANIES, AND CERTAIN SOCIETIES AND PARTNERSHIPS
386	Certain Companies to Publish Periodical Statement.
387	Certain Companies Deemed Insurance Companies.
388	Produce Companies.
389	Prohibition of Partnerships with More Than Twenty Members.
Part XIII - GENERAL
390	Form of Registers, Etc.
391	Service of Documents.
392	Returns, Etc., Filed out of Time.
393	Penalty for False Statements.
394	Penalty for Improper Use of Word.
395	Provision with Respect to Default Fines and Meaning of
396	Production and Inspection of Books Where Offence Suspected.
397	Cognizance of Offences.
398	Application of Fines.
399	Provisions Relating to Institution of Criminal Proceedings by the Attorney-general.
400	Saving for Privileged Communications.
401	Costs in Actions by Certain Limited Companies.
402	Power of Court to Grant Relief in Certain Cases.
403	Power to Enforce Orders.
404	Regulations; Power to Alter Tables and Forms.
405	Saving for Repealed Companies Ordinance.
406	Provision as to Winding Up Commenced Prior to Appointed Day

Schedules

FIRST SCHEDULE

SECOND SCHEDULE  Form of Statement in Lieu of Prospectus to Be Delivered to Registrar by a Private Company on Becoming a Public Company and Reports to Be Set out Therein.

THIRD SCHEDULE  Matters to Be Specified in Prospectus and Reports to Be Set out Therein.

FOURTH SCHEDULE  Form of Statement in Lieu of Prospectus to Be Delivered to Registrar by a Company Which Does Not Issue a Prospectus or Which Does Not Go to Allotment on a Prospectus Issued, and Reports to Be Set out Therein.

FIFTH SCHEDULE  Contents and Form of Annual Return of a Company Having a Share Capital.

SIXTH SCHEDULE

SEVENTH SCHEDULE Matters to Be Expressly Stated in Auditors' Report

EIGTH SCHEDULE Provisions of This Act Which Do Not Apply in the Case of a Winding Up Subject to Supervision of the Court

NINTH SCHEDULE Form of Statement to Be Published by Insurance Companies and Deposit, Provident or Benefit Societies

TENTH SCHEDULE Provisions Referred to in Section 393

Subsidiary legislation

Bank Prescribed Under Sections 342, 343

The Companies (high Court) Rules

The Companies (winding-up Fees) Rules

The Companies Regulations

The Companies (winding Up) Rules

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