These are companies which are formed and registered under that act. 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. Highlights of the amendments to the companies act, 2015 by the statute law miscellaneous amendment act 2019. The statutory rules are to be found in the companies act which is the current cap 486 laws of kenya. Companies and partnerships compared a a company can be created only by certain prescribed methods most. Public procurement act, 2015 acf presentation robert grant 18 may 2017. The cabinet, chaired by prime minister narendra modi, had approved the 14 proposed changes in various provisions of the new companies act. The companies act, 2015 has introduced and codified the general common law duties and equitable principles of a director in the act. The government of kenya gazette both pieces of legislation on 11 th and 18 th september, 2015 respectively. Duties of directors under the new kenyan companies act 2015. The purpose of this article is to highlight some of the main changes and challenges that will come with the new companies act, 2015 new act. An introduction kenya company law is that body of rules which regulates corporations formed under the kenya companies act. 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 ca amendment 2015 has introduced a new proviso which states that a company cannot declare dividend for a financial year, unless the losses and depreciation carried over from past years have been setoff against the profits of the company, in the year it proposes to declare a dividend.
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. Type of companies under the kenyan companies act 2015. Highlights of the amendments to the companies act, 2015 by the. 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.
Companies in kenya are regulated and registered under the companies act cap 486 of the laws of kenya. Fundamental concepts in company law there are two fundamental concepts on the operational aspects of company law. Jul, 2016 in this write up, we are going to analyze how a company formed under cap 486 laws of kenya can be liquidated. 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.
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. 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. The purpose of this article is to highlight some of the main changes and challenges that will come with the new. National council for law reporting special issue library 85 kenya gazette supplement no. The companies act is available from the government printers, the kenya law website.
In this write up, we are going to analyze how a company formed under cap 486 laws of kenya can be liquidated. A number of the processes involved in the registration and running a company have been simplified. Onyango and fiona makaka comment on how the companys act 2015 is likely to affect directors of companies. Winding up in kenya company liquidation dissolution. 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. We organize trainings for the board of directors on the kenyan companies act, 2015. See section 1 arrangement of sections section part ipreliminary provisions.
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. However, the companies act, 2015 prescribes that a public company must have at least two directors in order to operate within the law section 128. Summary of the companies act 2015 commencement capita. Definition of expressions used in these articles 1 in these articles a the act means the companies act, 2015. It should denote that the kenya companies act is not a self contained act of legal rules of company law because it was borrowed from the english companies act of 1948 which was itself not a codifying act but rather a consolidating act. Definition of the act for the purposes of these regulations 3. Winding up of companies in kenya or liquidation is a formal insolvency procedure in which a company is brought to an end. The salient features of the kenya insolvency act, 2015. The insolvency act, no 18 of 2015 the act, which became fully operational through legal notice no.
Citation and commencement 1 these regulations may be cited as the companies general regulations, 2015. 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. This writeup provides basic information on what the users of the companies registry need to know about the companies act 2015 with regard to incorporation of a new company. 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. Companies act, 2015, the attorney general makes the following. Role of directors companys act 2015 kenya tripleoklaw. We shall also look at case law both in kenya and in the u. Company meetings, company law, kenya, law of business. In a departure from the provisions of the companies act cap 486, a private company can now conduct its affairs with only one director. The act is, in my opinion, the most comprehensive and extensive legislation kenya has ever enacted. Change looms with the new companies act sunday, october 4, 2015 14. On september 11, 2015, the president assented to the companies act, 2015, which repeals the 1948 companies act cap 486. The statute law miscellaneous amendment act 2019 came into force on 23 july 2019.
Guidelines to the companies act, 2015 state law office and. New changes will have implications on audit, reporting and striking off measures for singaporeincorporate companies. Turquand, turquands case, turquands rule leave a comment. Directors duties, companies act kenya 2015 accuratelaw. This is the primary legislation that deals with companies and applies to companies directly. The law treats companies in company law distinctly from partnerships in partnership law.
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. It is further worth noting that although a company. A legal notice issued by the cabinet secretary for finance on 14 january 2016 appointed 19 january 2016 as the date the act came into operation. Incorporated in kenya under the companies act, 2015.
A company is a business organisation which earns income by the production or sale of goods or services. On 5 th july 2019 the president of the republic of kenya assented to the statute law miscellaneous amendments act, no. There are companies incorporated otherwise than under the companies act. The second schedule to the act sets out preferential debts in order of their priority as follows. Introduction we all know or, at some point, have heard about kenya s companies act, 2015 hereinafter referred to as the act which was enacted on 11th september, 2015. It is a 759 paged document with 1026 sections with 6. Republic of kenya kenya gazette supplement acts, 2015 nairobi, 15th september, 2015. Companies and partnerships compared a a company can be created only by certain prescribed methods most commonly by registration under the companies act 1985. The objects for which the association is established are. Change looms with the new companies act business daily. In legal theory the word company demands an association of a member of persons who come together for some common object or objects.
Jun 15, 2016 the companies act kenya 2015 provides at section 1002 that if a business of a company is carried on with intent to defraud creditors of the company or creditors of any other person, or for any fraudulent purpose, each person who knowingly participates in carrying on the business in that manner commits an offence. Companies to disclose their beneficial owners in kenya aln. 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. Once the debts of a bankrupt individual or of the company are ascertained, they will be paid out to creditors. Considering the foregoing, there have been several attempts over the last decades but especially since 2008 to overhaul company law in kenya in order to facilitate contemporary business practices, and to simplify, rationalize and consolidate the law. Guidelines to the companies act, 2015 state law office. Company law notes kenya pursuant to the 2015 act november 14, 2017 introduction this course is primarily concerned with companies as defined in the companies act, cap. This entry also covers rules by which partnerships and trusts are governed in kenya, together with albeit in less detail cooperatives and sole. Mulika, maureen nyakinyua and fiona makaka comment on what some of the effects of the companys act 2015 are likely to be. On september 11, 2015, the president assented to the companies act, 2015, which. The companies act kenya 2015 provides at section 1002 that if a business of a company is carried on with intent to defraud creditors of the company or creditors of any other person, or for any fraudulent purpose, each person who knowingly participates in carrying on the business in that manner commits an offence. It is specifically written for students beginning the study of law for professional examinations such as cpa and cps. The companies act 2015 the act was published on 18th september 2015 and will eventually replace the previous companies act which had been in place for over 50 years the act is one amongst other statutes including the insolvency act 2015 recently enacted for the purpose of modernizing the laws regulating kenya s business environment.
Company registration in kenya done faster and cheaply. Kenya s 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. A partnership is created by the express or implied agreement of the parties, and requires no. Hi fellow law students, here i am sharing lecture notes in ebook format pdf for the subject company law for llb and ba. Although quite voluminous, the act takes into consideration, developments in technology and procedure, to boost the ease of doing business. The president of kenya assented to the new tax procedures act, 2015 the act on 18 december 2015. The name of the association is african securities exchanges association. Definition of private limitedprivate limited company means company having minimum paid up share capital of one lakh rupees or such higher paid up share capital i in clause 68, the words of one lakh rupees or such higher paidup share capital shall be omitted. B hons, cps 6, graduate assistant, strathmore law school, postgraduate student at the kenya school of law. Summary of the companies act 2015 commencement summary of the provisions of the companies act, 2015 that came into operation on 6 th december 2015. The registered office of the association will be situate in kenya. Company law notes revised and updated notestable of contents1 company law notes revised and updated notes1. In doing so, i will give emphasis on the provisions of the insolvency act 2015 and the companys act 2015.
The new companies act 2015 has come into operation in kenya. Although quite voluminous, the act takes into consideration, developments in technology and procedure, to. The act was enacted for purposes of harmonizing and consolidating procedural rules for the. Kenya gazette supplement acts, 2015 nairobi, 15th september, 2015 content act.
Kenya company law is that body of rules which regulates corporations formed under the kenya companies act. Aug 31, 2015 company meetings, company law, kenya, law of business associations ii 1. Finance act 2015 insight 3 preamble the finance act 2015 was signed by the president and gazetted on 15 september 2015. The companys act 2015 kenya tripleoklaw llp youtube. Posted in recent developments, the law tagged companies act 2015 kenya, royal british bank v. It is an exciting time for the business community in kenya. Winding up of companies, liquidation, dissolution, deregistration in kenya. The new act is both a consolidation of laws on companies in kenya and a modernisation of statute law on the subject. Basically company law consists partly of ordinary rules of common law and equity and partly of statutory rules. An act of parliament to amend and consolidate the law regulating the business of banking in kenya and for connected purposes. Companies in kenya companies act and company law in kenya.
General kenya revenue authority with effect from 1 january 2015. This entry also covers rules by which partnerships and trusts are governed in kenya, together with albeit in less detail cooperatives. A company is a corporation an artificial person created by law. This act may be cited as the banking act interpretation 2.
A company thus has legal rights and obligations in the same way that a natural person does. Company law notes kenya pursuant to the 2015 act introduction this course is primarily concerned with companies as defined in the companies act, cap. I have not shied away from quoting sections of the act directly from the act to help users. A company is an artificial legal person created by complying with the provisions of the companies act, 2015 of the laws of kenya. Priority of claims under the kenya insolvency act, 2015. The purpose of this excerpt is to properly elaborate the duties of company directors as captured under the companies act 2015 kenya with relevant case laws applicable within the kenyan jurisdiction. We set out below the amendments affecting the companies act, 2015. A company must be treated as a person in its own right. 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 is a company registered under this act that has converted from an exempted partnership under section c of the exempted. Provisions supplementing definitions of parent undertaking and subsidiary undertaking. Companies act, 2015, the attorney general makes the following regulations.
In doing so, i will give emphasis on the provisions of the insolvency act 2015 and the company s act 2015. The registered office of the company will be situate in kenya. 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. Published by the national council for law reporting with the authority of.
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