Company registration in kenya done faster and cheaply. Conversion of public company into private and unlimited company. Companies act arrangement of sections part i preliminary section 1. In legal theory the word company demands an association of a member of persons who come together for some common object or objects. An act of parliament to amend and consolidate the laws relating to insurance and to regulate the business of insurance and for connected purposes.
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. Division 3 conversion of public company into private company 77conversion of public company into private limited company. Part hia companys constitution division iarticles of association 20regulations may prescribe model articles. Sample articles of association the companies act cap 486 laws of kenya company limited by shares. Summary of the companies act 2015 commencement capita.
Progress the implementation of the companies act 2015 was done in two phases. Interpretation 1 in this act, unless the context otherwise requires. A company thus has legal rights and obligations in the same way that a natural person does. By comparison, the old companies act cap 486 had 406 sections covering 270 pages. The name of the association is african securities exchanges association. Registrar not to register conversion unless application for registration complies with prescribed requirements.
Companies act, 2015, the attorney general makes the following. 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. 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 new laws include the companies act, the special. Type of companies under the kenyan companies act 2015. The companies act principal legislation arrangement of sections section title part i preliminary 1. Division 6 conversion of public company into unlimited private company with share capital 89. A number of the processes involved in the registration and running a company in kenya have been simplified. A name search is the process where you submit the proposed company.
The republic of kenya shall be a multiparty democratic state. It has 1,026 sections grouped into 42 parts each of which has several divisions and supplemented by 6 schedules. Additional information to be included in companys annual return 56. Published by the national council for law reporting with the authority of. Registration of business names act eregulations 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.
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. It is an exciting time for the business community in kenya. The public seal of kenya shall be such device as may be prescribed by or under an act of parliament. 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. Company registration is essentially the process of registering a business as a limited liability company within kenya. The companies act, 20 has been notified in the official gazette on 30th august, 20.
Enacted by the parliament of kenya, as follows part ipreliminary 1. Reforms in the ease of doing business in kenya by kenneth. The remaining parts of the act will be commenced by notice in the kenya gazette. A company is a business organisation which earns income by the production or sale of goods or services. In this act, unless the context otherwise requires interpretation. This entry also covers rules by which partnerships and trusts are governed in kenya, together with albeit in less detail cooperatives. Short title and commencement this act may be cited as the income tax act, 1973 and shall, subject to the sixth. Some of the provisions of the act have been implemented by a notification. Firms, individuals and corporations to be registered. Companies act, 2012, 2012 uganda legal information institute. This is the primary legislation that deals with registering a company in kenya and applies to companies directly. The new act has drawn heavily on the companies act, 2006 of the united kingdom.
Companies and partnerships compared a a company can be created only by certain prescribed methods most. Business registrations service act is also to establish a new brs service across the country for new business setups. 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. 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. Companies in kenya companies act and company law in kenya. The companies act, 20 passed by the parliament has received the assent of the president of india on 29th august, 20. The registered office of the association will be situate in kenya.
Hi fellow law students, here i am sharing lecture notes in ebook format pdf for the subject company law for llb and ba. 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. 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. 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. Provisions supplementing definitions of parent undertaking and subsidiary undertaking 1 for the purposes of the definition of parent. Act 2015 that the government has identified as critical to the transformation in the ease of doing business. Chapter 212 the companies act an act to regulate trading. Kenya company law is that body of rules which regulates corporations formed under the kenya companies act. This constitution is the constitution of the republic of kenya and shall have the force of law throughout kenya and, subject to. The attorney general has published the companies general regulations, 2015 which are available the government printers, the kenya law website. 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. The act consolidates and amends the law relating to companies.
A company is a corporation an artificial person created by law. Statement of capital required if company already has share capital. On september 11, 2015, the president assented to the companies act, 2015, which repeals the 1948 companies act cap 486. Meaning of arrangement for purposes of section 385 of the act. A company is an artificial legal person created by complying with the provisions of the companies act, 2015 of the laws of kenya.
Although quite voluminous, the act takes into consideration, developments in technology and procedure, to boost the ease of doing business. Registrar to register company if requirements of act are complied with. The new companies act 2015 has come into operation in kenya. Part ii incorporation of companies and m atters incidental thereto chapter i the compnys memorandum and articles memorandum of association 3. To begin with, the act makes it possible to form a singlemember company. Provision for registration of charges over kenyan property of foreign company. Sample article of association ecitizen gateway to all government. 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. 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. Companies in kenya are regulated and registered under the companies act cap 486 of the laws of kenya.
The registered office of the company will be situate in kenya. Kigongo v mosa courts apartment ltd company cause no. Guidelines to the companies act, 2015 state law office and. Company and business registration process in kenya what is company registration. 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. 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. Part ii incorporation of companies and matters incidental thereto memorandum of association 4. Additional information to be included in annual return of private company 57. Short title this act may be cited as the registration of business names act. Progress and challenges on implementation and enforcement of the companies act 1. 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 objects for which the association is established are.
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