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. This writeup provides basic information on what the users of. 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. Mar 03, 2016 the budget statement fy 2015 proposed to introduce a tax procedure bill with a view to harmonize and consolidate the procedural rules that govern tax laws in kenya. Summary of the companies act 2015 commencement capita. On september 11th, 2015 president uhuru kenyatta assented to the companies act 2015, and set the kenyan.
The name of the association is african securities exchanges association. The new companies act and insolvency act seminar, 2015. Amends section 127 section 127 of the principal act is amended by deleting the full stop and inserting a semicolon in paragraph iii and by inserting after that paragraph the following. The companies act, 2015 further provides that should the cabinet secretary fail to set a. Registration the new companies act 2015 has been commenced. Deleted and moved under the articles by virtue of section 26 of the companies act 2015. Companies act cap 486 of the laws of kenya pdf laws of kenya companies act chapter revised edition published by the national council for law reporting with the authority of the. Kenya companies and insolvency legislation consequential. These are companies which are formed and registered under that act. Guidelines to the companies act, 2015 state law office and. Section i on 15th september, 2015 all other provisions. 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. Minimum capital requirements and holding by kenya citizens. On september 11, 2015, the president assented to the companies act, 2015, which repeals the 1948 companies act cap 486.
This is the primary legislation that deals with companies and applies to companies directly. The date of the presidential assent for both of the two acts namely the companies act, 2015 and the insolvency act, 2015 is 11 th september 2015. It is a proceeding by means of which a company is dissolved and in the course of such. The tax procedures act tpa 2015 was assented into law on 15th december 2015 and effected through a legal notice issued on 14th january appointing 19th january. Pdf the companies act no17of2015 revised compressed. These regulations may be cited as the companies beneficial ownership. Published by the national council for law reporting with the authority of. The companies act 2006 amendment of part 17 regulations 2015. Company law notes kenya pursuant to the 2015 act introduction this course is primarily concerned with companies as defined in the companies act, cap. The registered office of the company will be situate in kenya.
This act, which amends the companies act 1981 the principal act, may be cited as the companies amendment act 2015. Company law notes kenya pursuant to the 2015 act this course is primarily concerned with companies as defined in the companies act, cap. 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. Laws of kenya kenya information and communications act chapter 411a revised edition 2015 2012 published by the national council for law reporting with the authority of the attorneygeneral. Winding up, means a process of putting an end to the life of a company. It has 1,026 sections grouped into 42 parts each of which has several divisions and supplemented by 6 schedules. Short title this act may be cited as the kenya information and communications act, 1998. The new companies act 2015 has come into operation 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. Companies act, 2015 memorandum and articles of association of. The operationalization of the companies act is split into two major phases. February 2016 2 refund of tax in a bid to synchronize the duration within which overpaid taxes can be refunded across all relevant tax laws, the act in section 47 stipulates a refund. The companies act, 2015 has introduced and codified the general common law duties and equitable principles of a director in the act.
The current companies act, cap 486, allows the incorporation of both public and private unlimited companies by virtue definition and also re. The act is, in my opinion, the most comprehensive and extensive legislation kenya has ever enacted. This act may be cited as the statute law short title. Deleted and moved under the articles by virtue of section 26 of the companies act 2015 2. The salient features of the kenya insolvency act, 2015. The companies act, 2015 of the laws of kenya and every other act for the time being in force concerning companies and affecting the association. Type of companies under the kenyan companies act 2015. Expected outcome repealing section 975 2 b of the companies act, 2015 will.
Application of the act the act applies to aall procurement of goods, works or services and disposal of assets undertaken by the board or a public entity bthe letting and hiring of anything or the acquisition or granting of any right. It is a proceeding by means of which a company is dissolved and in the course of such dissolution its assets are collected and its debts are paid off out of the assets of the company or from contributions by its members, if necessary. The companies act 2006 amendment of part 17 regulations 2015 2015 no. Incorporated in kenya under the companies act, 2015. The new companies act 2015 has come into operation in kenya by richard harney, managing partner of bowman gilfillan africa groups coulson harney office in nairobi, kenya. The government of kenya gazette both pieces of legislation on 11 th and 18 th september, 2015 respectively. The several laws specified in the first column of the. 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 further provision is made that will now enable a company to have an official seal for use outside kenya. In these regulations act of 2014 means the companies act 2014 no. Interpretation 1 in this act unless, the context otherwise requires. The general duties however will continue to be applied and interpreted in the same way as the corresponding common law rules and equitable principles. Be it enacted by parliament in the sixtysixthyear of the republic of india as follows.
Capital markets act means the capital markets act chapter 485a of the laws of kenya. 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, 2015 will only become operational on a date to be set by the cabinet secretary by notice in the kenya gazette. B hons, cps 6, graduate assistant, strathmore law school, postgraduate student at the kenya school of law.
In any case, the justifying the restrictions under article 25 of the cmp, require that kenya notifies the eac secretariat and other partner states on the restriction and furnish proof that the restriction was appropriate, reasonable and justifiable. This seminar provided an interactive forum to discuss the new laws covering the most significant changes in the law, their enforcement and their likely effect on businesses in kenya. The carec first capital market regulators forum, organized by secp from 29 to 30 august, provides a platform for development leaders and industry experts to discuss solutions to global challenges faced by capital market regulators for better capital markets development in the carec region, which include the use of technology. Kenya by president uhuru kenyatta on 11 september 2015 will go a long way to improving kenya s attractiveness as an fdi destination. Limited liability partnership act kenya investment. An act of parliament to make amendments to various acts consequential on the enactment of the companies act, 2015 and the insolvency act, 2015. Sep 18, 2016 11 th september 2015 must have been an exciting day for the corporate world as it is the day our president assented to the companies act, 2015 which repeals the 1948 companies act cap 486 the new companies act, 2015 and the insolvency act, 2015 represent a transition to modern company and insolvency laws, which has been long overdue. Definition of expressions used in these articles 1 in these articles a the act means the companies act, 2015. It has 1,026 sections grouped into 42 parts each of. The form set out in part 1 of the schedule form a1 is prescribed for the purposes of section 222 of the act of 2014. An act of parliament to consolidate and reform the law relating to the incorporation, registration, operation, management and regulation of companies. Ministry of industry, trade and cooperatives, kenya. The registered office of association for the time being and from time to time.
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. A number of the processes involved in the registration and running a company have been simplified. Although quite voluminous, the act takes into consideration, developments in technology and procedure, to. As announced on 15 april 2015, the accounting and corporate regulatory authority acra will begin implementing the legislative amendments to the companies act, with 40% of the new changes to take effect from 1 july 2015. Interpretation 1 in parts i to xiii of this act, unless the context requires otherwise annual return means the return required to be made, in the case of a company having a share capital, under section 108 and, in the case of a company not having a share capital, under section 109 of this act. Requirement as to capital structure and voting rights. Incorporated in kenya under the companies act, 2015 registration number c 988 2 this circular is important and requires your immediate attention if you require assistance with this circular, please consult your stockbroker, investment banker, or any other professional adviser. Definition of the act for the purposes of these regulations in these regulations the act means the companies act, 2015. 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. In my opinion, this section eliminates the effect of the rule in turquands. 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. Subscribe for updates on vacancies, tenders and ministry updates. Regulated by the central bank of kenya offer by kcb group plc to acquire 100% of the issued ordinary shares of national bank of kenya limited kcb group plc incorporated in kenya under the companies act, 2015 registration number c 988.
An act of parliament to harmonise and consolidate the procedural rules for the administration of tax laws in kenya, and for connected proposes act no. The companies act, 2015 public company limited by shares articles of association of crown paints kenya plc a public company adopted by a. Type of companies under the kenyan companies act 2015 capita. 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. It is a 759 paged document with 1026 sections with 6. The remaining parts of the act will be commenced by notice in the kenya gazette. Citation and commencement 1 these regulations may be cited as the companies general regulations, 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. By comparison, the old companies act cap 486 had 406 sections covering 270 pages. Introduction many people will now be aware that kenya has embarked on its long overdue. Although quite voluminous, the act takes into consideration, developments in technology and procedure, to boost the ease of doing business. Duties of the board of directors under the kenyan companies.
New legislation in kenya companies act, 2015 some parts come in force on 6th november, 2015, rest will come in force in stages. The purpose of this study was to investigate the impact of the companies act 2015 in improving the ease of business registration in kenya. Duties of directors under the new kenyan companies act 2015. Oct 04, 2016 section 342iii of the companies act 2015 provides presumptions that apply to persons dealing with a company in good faith and explains that a person is not deemed to be acting in bad faith merely due to the knowledge that an act is beyond the directors powers. It is an exciting time for the business community in kenya. Laws of kenya limited liability partnership act chapter 30a revised edition 2012 2011 published by the national council for law reporting with the authority of the attorneygeneral. Guidelines to the companies act, 2015 state law office. Annual meeting and extraordinary meeting mean respectively an annual. 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. There are companies incorporated otherwise than under the companies act. The insolvency act 2015 ministry of industry, trade and. 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. The new laws include the companies act, the special economic zones act, the business registration service act, the insolvency act and the finance act 2015.
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