Hi fellow law students, here i am sharing lecture notes in ebook format pdf for the subject company law for llb and ba. In legal theory the word company demands an association of a member of persons who come together for some common object or objects. On september 11, 2015, the president assented to the companies act, 2015, which repeals the 1948 companies act cap 486. Kenya company law is that body of rules which regulates corporations formed under the kenya companies act. Reforms in the ease of doing business in kenya by kenneth. Some of the provisions of the act have been implemented by a notification. An act of parliament to amend and consolidate the laws relating to insurance and to regulate the business of insurance and for connected purposes. The act consolidates and amends the law relating to companies. External trade act import licence tiger head brand batteries order, 2012 ms mbarara community hospital ltd v karema hct05cvma1162014 2014 ughccd 82 18 june 2014. The public seal of kenya shall be such device as may be prescribed by or under an act of parliament. Meaning of arrangement for purposes of section 385 of the act. Companies in kenya are regulated and registered under the companies act cap 486 of the laws of kenya. Short title and commencement this act may be cited as the income tax act, 1973 and shall, subject to the sixth.
A company is an artificial legal person created by complying with the provisions of the companies act, 2015 of the laws of kenya. Sample articles of association the companies act cap 486 laws of kenya company limited by shares. Guidelines to the companies act, 2015 state law office and. The registered office of the company will be situate in kenya. Home blog type of companies under the kenyan companies act 2015 type of companies under the kenyan companies act 2015 you are probably thinking about incorporating a company in kenya but something is still not clear to you on the type of company that is best suited to meet or achieve your unique purpose. Although quite voluminous, the act takes into consideration, developments in technology and procedure, to boost the ease of doing business. Summary of the companies act 2015 commencement capita. The objects for which the association is established are. Registration of business names act eregulations kenya. The companies act 2015 the act is amongst a suite of new laws intended to streamline business in kenya, by making it easier for entities to. Requirement with respect to memorandum 1 the memorandum of every company must state a the name of the company, with limited as the last word of the name in the case of a company limited by shares or by guarantee. Company and business registration process in kenya what is company registration.
Part ii incorporation of companies and m atters incidental thereto chapter i the compnys memorandum and articles memorandum of association 3. The new laws include the companies act, the special. Statement of capital required if company already has share capital. The new act has drawn heavily on the companies act, 2006 of the united kingdom. Chapter 212 the companies act an act to regulate trading. A company may also be registered as an unlimited company, in which case the liability of its members on liquidation of the company is unlimited. By comparison, the old companies act cap 486 had 406 sections covering 270 pages. Companies act arrangement of sections part i preliminary section 1. A name search is the process where you submit the proposed company. Short title this act may be cited as the registration of business names act. Enacted by the parliament of kenya, as follows part ipreliminary 1.
A company is a corporation an artificial person created by law. The name of the association is african securities exchanges association. It has 1,026 sections grouped into 42 parts each of which has several divisions and supplemented by 6 schedules. This constitution is the constitution of the republic of kenya and shall have the force of law throughout kenya and, subject to. Kigongo v mosa courts apartment ltd company cause no.
Division 6 conversion of public company into unlimited private company with share capital 89. Published by the national council for law reporting with the authority of. Conversion of public company into private and unlimited company. Firms, individuals and corporations to be registered. Sample article of association ecitizen gateway to all government. Additional information to be included in annual return of private company 57. Under the societies act, a society is any club, company, partnership or other association of ten or more persons, whatever its nature or object, established in kenya or having its headquarters or chief place of business in kenya societies act section 2. The remaining parts of the act will be commenced by notice in the kenya gazette. Definition section 3 1 of the act defines a sale of goods as a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a money. Business registrations service act is also to establish a new brs service across the country for new business setups. The attorney general has published the companies general regulations, 2015 which are available the government printers, the kenya law website.
At 1,026 sections running to over 1,600 pages without schedules the new act is by far the most extensive piece of legislation on the statute books in kenya. Company registration in kenya done faster and cheaply. Interp retati on act 18 of 1986 2 1 in this act, unless the context otherwise requires. Phase one involved implementation of the regulations to the act that are. Prescribed forms the forms set out in the first schedule are the forms that are prescribed for use under the provisions of the act specified in the forms. A number of the processes involved in the registration and running a company in kenya have been simplified. Company registration is essentially the process of registering a business as a limited liability company within kenya. While it was initially an exception to the rule in foss v harbottle, the derivative action has now been codified in the companies act 2015 the act.
To begin with, the act makes it possible to form a singlemember company. Provisions supplementing definitions of parent undertaking and subsidiary undertaking 1 for the purposes of the definition of parent. Registrar to register company if requirements of act are complied with. Additional information to be included in companys annual return 56. Act 2015 that the government has identified as critical to the transformation in the ease of doing business. Part hia companys constitution division iarticles of association 20regulations may prescribe model articles. A company is a business organisation which earns income by the production or sale of goods or services. The set of regulations required by registrar of companies for company incorporation in kenya or in other words company formation in kenya for public, private and foreign company registration in kenya and sole proprietorship be legally registered are contained in the new companies act 2015 of the laws of kenya. The share capital of the company as at the date of the amendment of these articles is kenya shillings 10,008,150,008 divided into 179,578,600 ordinary shares of kenya shillings 5 each and 2,051,400 ordinary class a shares of kenya shillings 5 each and 123,478,388 redeemable. It is an exciting time for the business community in kenya. Kenyas companies act is based upon the english companies act of 1948, and hence there is a lot of similarity between kenyan law and english law in relation to companies. The new companies act 2015 has come into operation in kenya. The act is a reproduction of the english sale of goods act 1893 which was made part of the kenya law by the colonial administration in kenya on 1st october 1931. Companies and partnerships compared a a company can be created only by certain prescribed methods most.
A company thus has legal rights and obligations in the same way that a natural person does. Progress the implementation of the companies act 2015 was done in two phases. The registered office of the association will be situate in kenya. The companies act 2015 the act is amongst a suite of new laws intended to streamline business in kenya, by making it easier for entities to establish a presence and operate. The companies act, 20 has been notified in the official gazette on 30th august, 20. On registration of the required documents as provided under the companies general regulations, 2015, the registrar of companies is required to issue the company with certificate of incorporation. In this act, unless the context otherwise requires interpretation. Interpretation 1 in this act, unless the context otherwise requires.
Progress and challenges on implementation and enforcement of the companies act 1. Companies act, 2015, the attorney general makes the following. Provision for registration of charges over kenyan property of foreign company. This is the primary legislation that deals with registering a company in kenya and applies to companies directly. Type of companies under the kenyan companies act 2015. Division 3 conversion of public company into private company 77conversion of public company into private limited company. Companies act, 2012, 2012 uganda legal information institute. Part ii incorporation of companies and matters incidental thereto memorandum of association 4. The republic of kenya shall be a multiparty democratic state. This entry also covers rules by which partnerships and trusts are governed in kenya, together with albeit in less detail cooperatives. The companies act principal legislation arrangement of sections section title part i preliminary 1. Registrar not to register conversion unless application for registration complies with prescribed requirements. The companies act, 20 passed by the parliament has received the assent of the president of india on 29th august, 20. Companies in kenya companies act and company law in kenya.
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