Type of companies under the kenyan companies act 2015. Understanding the new companies act pwc south africa. See section 1 3 and 4 arrangement of sections section part ipreliminary i short title and commencement. Parts 1 to 14, part 23, part 31, part 32, part 38, part 40, part 42 and the first second and sixth schedules came into operation on 6 th november through legal notice no. The companies act, 2015 introduction many people will now be aware that kenya has embarked on its long overdue transition to modern company and insolvency laws with the recent enactment of the new companies act, 2015 and the insolvency act, 2015. The companies act, 2015 was assented by the president on 11 th september 2015 with only section 2 of the act coming into operation on the date of gazettement on 15 th september 2015. 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. Apr 05, 2016 introduction we all know or, at some point, have heard about kenyas companies act, 2015 hereinafter referred to as the act which was enacted on 11th september, 2015.
Some of its provisions came into effect on january 18, 2016 by way of legal notice no. Section i on 15th september, 2015 all other provisions. The 2015 act is, however, not fully operational yet. The companies act 2015 public company limited by shares articles of association of kenya airways plc adopted by special resolution passed on august 2017 1. The registered office of the company will be situate in kenya. The companies act 2015 the insolvency act 2015 the societies act, chapter 108 of the laws of kenya 1998 the trustees perpetual succession act, chapter 164 of the laws of kenya 1981 the trustee act, chapter 167 of the laws of kenya 1929 the value added tax act act no. Mar 22, 2016 winding up under insolvency act, 2015 members voluntary liquidation under the insolvency act, 2015 the insolvency bill was assented to by the president on 11 th september 2015 and will come into operation on such date as the cabinet secretary may direct by notice in the kenya gazette.
Superiority ofact part ii incorporation and registration of companies 6. There are companies incorporated otherwise than under the companies act. Companies act, 2012, 2012 uganda legal information institute. The tax measures proposed through the finance bill, 2015 the bill are intended to facilitate public sector growth so as. The purpose of this article is to highlight some of the main changes and challenges that will come with the new companies. Short title this act may be cited as the kenya information and communications act, 1998. Companies amendment act 3 of 2011 act to provide for the incorporation, registration, organisation and management of companies, the capitalisation of profit companies, and the registration of offices of. The paper discusses derivative actions under the kenyan companies act 2015 and argues that the right to derivative actions under the act is anachronistic as it only seems to codify common law principles on derivative actions. The operationalization of the companies act is split into two major phases. Section 2205 shall apply for the purposes of this subsection as it applies for the purposes of that section. The companies act 2015reforms the companies act 2015.
On september 11, 2015, the president assented to the companies act, 2015, which repeals the 1948 companies act cap 486. Drastic changes to requirements for registration of foreign. Byaruhanga v chemical distributors u ltd hct00cvci0027 2015 2016 ughccd 44 30 may 2016. The name of the association is african securities exchanges association. The objects for which the association is established are. On september 11th, 2015 president uhuru kenyatta assented to the companies act 2015, and set the kenyan record for adopting the most voluminous law in the country. We organize trainings for the board of directors on the kenyan companies act, 2015. It is an exciting time for the business community in kenya. 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.
Drastic changes to requirements for registration of. Duties of directors under the new kenyan companies act 2015 published on november 10, 2015 november 10, 2015 28 likes 8 comments. One major change introduced is the exemption of capital gains arising from the transfer of shares traded on any securities exchange licensed by the capital markets authority. Duties of the board of directors under the kenyan companies.
The new laws will make it possible for one person to set up a. The remaining parts of the act will be commenced by notice in the kenya gazette. Registration of companies under the new companies act, 2015 following the enactment of the new companies act, 2015, new forms have been introduced for registration of companies. Byaruhanga v chemical distributors u ltd hct00cvci00272015 2016 ughccd 44 30 may 2016. The current companies act, cap 486, allows the incorporation of both public and private unlimited companies by virtue definition and also reregistration of an unlimited company as a limited company. Limitation of period to incorporate close corporations or convert companies 3. The companies act, 2015 will only become operational on a date to be set by the cabinet secretary by notice in the kenya gazette. Sep 18, 2016 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.
The companies act is available from the government printers, the kenya law website. A statement from kenyattas office said the new acts include the companies act, the insolvency act and the special economic zones act, the business registration service, the companies and insolvency legislation consequential amendments act 2015 and finance act amendments 2015. Nov 10, 2015 duties of directors under the new kenyan companies act 2015 published on november 10, 2015 november 10, 2015 28 likes 8 comments. Disqualifications, similar to companies act for directors meetings and decisions seven members constitutes a quorum six members or more present and voting constitutes a decision of the board board may invite persons with special skills knowledge to meetings, but these have no voting rights funded by money appropriated by parliament. Summary of the companies act 2015 commencement capita. The cabinet secretary for industrialisation, adan mohamed, said that the day when president uhuru kenyatta signed 4 bills into law the companies. Print email download the insolvency act 2015 in pdf 5mb prev. Step 2 fill form 203 a to show the outgoing directors or. Short title this act may be cited as the state corporations act. A person interested in forming a company should submit the following documents to the registrar of companies.
Members voluntary liquidation under the insolvency act, 2015. Ulii is a member of the global free access to law movement and of the african lii community. Definition of expressions used in these articles 1 in these articles a the act means the companies act, 2015. By james musee nduna usiua digital repository home. The new companies act 2015 has come into operation in kenya by richard harney, managing partner of bowman gilfillan africa group s coulson harney office in nairobi, kenya. Step 1 fill a form of transfer of shares that is filled and signed by all the concerned parties.
Exclusion of model articles and any other prescribed regulations the regulations in the companies general regulations 2015, and regulations or articles set out in. As such, it is intended to provide the reader or hisher entity with general information of interest. The companies act, 2015 has brought with it many changes and one of those changes is the incorporation of a private limited company. Social security house, block a, 17th eastern wing, 23rd floor eastern wing p. Be it enacted by parliament in the sixtysixthyear of the republic of india as follows. The insolvency bill was assented to by the president on 11 th september 2015 and will come into operation on such date as the cabinet secretary may direct by notice in the kenya gazette. The act is, in my opinion, the most comprehensive and extensive legislation kenya has ever enacted. How to add or remove a limited company director in kenya. Sep 16, 2015 to add or remove a director of a limited company in kenya, the following steps must be followed. Guidelines to the companies act, 2015 state law office and. B hons, cps 6, graduate assistant, strathmore law school, postgraduate student at the kenya school of law. Effect of conversion on legal status schedule 3 amendment of laws a. Citation and commencement 1 these regulations may be cited as the companies general regulations, 2015. Company registration in kenya done faster and cheaply.
Some companies are formed under specific acts of parliament. These are companies which are formed and registered under that act. Winding up under insolvency act, 2015 the lex jotter. Guidelines to the companies act, 2015 state law office. These regulations come into force on 6th april 2015 and extend to the whole of the united kingdom, reflecting the extent of the companies act 2006 c. The companies amendment act, 2015 linkedin slideshare. New laws to improve kenyas business environment ministry. Finance act 2015 insight 3 preamble the finance act 2015 was signed by the president and gazetted on 15 september 2015. Ninth schedulefees payable under the act in exercise of the powers conferred by section 1022 of the companies act, 2015, the attorney general makes the following regulations. On september 11th, 2015 president uhuru kenyatta assented to the companies act 2015, and set the kenyan record for adopting the most voluminous law. Exclusion of model articles and any other prescribed regulations the regulations in the companies general regulations 2015, and regulations or articles set out in any. The companies act 2006 amendment of part 18 regulations 2015.
It is a 759 paged document with 1026 sections with 6. New companies act 2015 in improving the ease of business registration in kenya by james musee nduna a project report submitted to the chandaria school of business in partial fulfilment of the requirement for the degree of master in business administration mba united states international universityafrica spring 2017. The insolvency act 2015 ministry of industry, trade and. Introduction we all know or, at some point, have heard about kenyas companies act, 2015 hereinafter referred to as the act which was enacted on 11th september, 2015. Interpretation in this act, unless the context otherwise requires. May 14, 2016 following the enactment of the new companies act, 2015, new forms have been introduced for registration of companies. Duties of directors under the new kenyan companies act 2015. Where can i get a copy of the new companies act 2015. All other parts and sections were to come into operation upon a gazette notice by the cabinet secretary responsible for company matters, the attorney general. To add or remove a director of a limited company in kenya, the following steps must be followed.
It has 1,026 sections grouped into 42 parts each of which has several divisions and supplemented by 6 schedules. Companies act 71 of 2008 english text signed by the president assented to. Among the many changes that come with the 2015 act are new requirements for registration of foreign companies in kenya. The operationalization of the companies act is split into two.
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