Companies Act under a Section 28.

The new Companies Act under a Section 28 stipulates that unless the articles of a company specifically, restrict the objects of the company and its objects are unrestricted.

Therefore, under this Act a company has the power to pursue any object unless is expressly disallowed under its Memorandum of Association.

This clause greatly expands the scope of business that may be conducted by companies in Kenya.

Furthermore, the provision will alleviate the rigorousness involved in drafting the Memorandum and the detailed nature of the objects clause.

Notably, section 33 of the Act further stipulates that the validity of an act or omission of a company may not be questioned on the ground of lack of capacity as to a provision in the constitution of the company.

In accordance with that provision ,the conduct by a company of an object barred under the Memorandum of Association would be lawful.

According to section 9 (1) (b) of the Companies Act 2015,a company limited by guarantee cannot be a private company. Further, under section 7 (1) (a) of the Act, such a company cannot have a share capital.

This contrasts with the position under the repealed Companies Act which allowed a private company to be limited by guarantee to have a share capital. However it is worth noting that, under the new Companies Act, a company registered before commencement of the Act as a company limited by guarantee but having a share capital is not prohibited.

Under the old repealed Companies Act, a company could by ordinary resolution convert any of its paid-up shares into stock and reconvert . any stock into paid-up shares of any denomination.

However, the Companies Act, bars the conversion of the shares of a company into stock.

company registration procedure for the repealed Companies Act.

In accordance with the repealed Companies Act, companies limited by shares either public or  private could issue share warrants.

Share warrants are instruments and documents that give a right, option and privilege to the holder to acquire shares within a specified period time and at a specified price.

The share warrants entitles the bearer to the shares specified, Share warrants are transferable by delivery and are thus negotiable instruments.

In view of the foregoing, section 504 (1) of the Companies Act 2015,prohibits the issuance of share warrants.

A share warrant issued in contravention with the Act shall be void or those of its holding company.

The Companies Act 2015 adopts a different approach, Under section 424 (1) ,Thereof, a limited company is generally prohibited from acquiring its own shares, whether by purchase and subscription or otherwise.

However, under sub-section 2 a limited company having a share capital is allowed to purchase its own shares in accordance with the provisions of the Act.

Further, section 449 allows a private limited company to purchase its own shares out of its capital.

Shares that have been purchased or acquired by the company out of distributed, profits and thus are part of its assets are known as treasury shares.

company registration procedure Act 2015

The Companies Act 2015 has empowered the Registrar of company registration procedure to formulate regulations that allow documents as  well as documents of a specified class to be filed with the Registrar for registration purposes by electronic mode.

These regulations once enacted will finally approve the adoption of an electronic Company registry where business  payments can be efficiently conducted electronically.

The Companies Act 2015, Section 711 (1),exempts small companies from the audit requirements which stipulates that a small company is the one whose turnover is not more than  50 million Kenya shillings, the value of its assets is not more than 20 million Kenya shillings and  also has less than 50 employees.

The repealed Companies Act, had the minimum age for qualification for appointment as a director as 21 years of age, the Companies Act 2015 has reduced the minimum age qualification for directors to 18 years, company objectives.

The nature of Business and activities the company will also undertake, names of the shareholders in Full and Names of the Directors in full if different from the shareholders.

If any of the directors are foreigners then a Kenyan director and shareholder is needed, Briantony can act as their Kenyan nominee director at a nominal fee since the new Companies provides for a minimum of 2 directors for a public limited company, Postal and Email address and Telephone Numbers of the shareholders and  Directors.

Number of shares to be held by each shareholder, Proposed Company’s physical address and the Directors. and Physical Address should includes, road, plot number, town., county.
Copy of ID / Passport of the Shareholders / Directors. Passport photos of the Shareholders / Directors. Copy of iTax PIN certificate of the Shareholders / Directors.

The documents to be filed for registration such as CR 1,CR 2,CR8,CR 10,CR 12 and Statement of Nominal Capital
Under Section 516 a public limited company cannot be issued with a trading certificate, unless it meets the minimum kshs 6,750,000 nominal value of a public listed.

The law on winding up and liquidation of all types of companies in Kenya  is Governed under the new Companies ACT and  also Insolvency Law Act 2015 as below:

It is winding up following an order of the High Court to that effect of company registration procedure section 218  gives the High Court jurisdiction to wind up any company registered in Kenya Please note that such winding up may only take place under these conditions set by section 219 of the new Act.