By its place of registration.
A floating charge is an equitable charge over a company's assets that allows the company to deal with or dispose of its assets in the ordinary course of business until the charge becomes crystallised or fixed. Unlike a fixed charge, it does not prevent dealings with the assets until the encumbrance is discharged.
To safeguard the interests of those who enter into business transactions with the company.
The company is required to lodge with the Registrar for registration particulars of the closure.
A company resides where its central management and control is actually located, not necessarily where it was incorporated.
They are liable on conviction to a fine not exceeding five hundred thousand shillings, and continued breach attracts aggravated punitive sanctions for each day the default persists.
In a company limited by shares, the liability of its members is limited to the amount unpaid on their shares.
Yes, if its control is evenly divided between two or more countries.
Every foreign company must appoint at least one local representative who is answerable for the company's compliance with the Companies Act and personally liable for penalties imposed on the company for contraventions.
Incorporation allows a company to raise capital more easily through favourable borrowing facilities, such as floating charges, which are not available to sole traders or partnerships.
The company's name.
The records must be available for public inspection (subject to exemptions specified in s S54) and must be readily retrievable.
Delivery of relevant returns, accounts, documents, and information to the Registrar; publication of notices and other information in the Gazette; maintenance of registers, books, records, and specified information available and accessible at the registered office of the company; publication in statutory books and records of the company.
A registered company has perpetual succession and can subsist for an indefinite duration, with its rights, duties, and privileges not varying upon the death of any individual member or change in its membership.
The Registrar must have reasonable cause to believe that the company is not carrying on business or in operation in Kenya, and the decision must be made in due process and in accordance with the principles of fair administrative action set out in article 47 of the Constitution.
During its active life, a company must file annual returns, balance sheets, profit and loss accounts, and keep statutory books, records, and returns. These requirements involve costs and expose the company to publicity.
'Perpetual succession' means that the legal existence of the company is not influenced by any change in membership or its management structure.
In a company limited by guarantee, the liability of its members is limited to the amount they have respectively guaranteed to contribute to the company's assets in the event of liquidation.
A reasonable search fee.
In a company, the property is owned by the company itself, whereas in a partnership, the partners are joint co-owners of the partnership assets.
The company's property becomes distinct from its members' property.
Where its real business is carried on and where its central control and management is located.
The person must be of good character and hold the qualifications specified in the Regulations made under section 831.
Failure to comply constitutes an offence for which, on conviction, the company and its officers are liable to a fine and an additional penalty for each day the default continues.
Its place of business is presumed to have been closed.
The Registrar shall (a) register the foreign company; (b) enter its name in the Foreign Companies Register; and (c) issue a certificate of registration as a foreign company.
The Registrar may perform such other functions and exercise such powers as may be specified by the 2015 Act or any other written law, and perform such functions on behalf of the Cabinet Secretary in relation to companies or firms, as the Cabinet Secretary may direct in writing.
The Registrar may strike the company's name from the Foreign Companies Register in accordance with section 992.
The Cabinet Secretary responsible for matters relating to companies is empowered to appoint a suitably qualified person as Registrar of Companies and may appoint Deputy Registrars as necessary.
The Registrar is responsible for keeping and maintaining the Register of Companies, which includes information from documents lodged or filed, certificates of incorporation, and certificates of registration of company charges.
Yes, a company can acquire and enjoy property rights as would a natural person, including purchasing, holding, charging, leasing, and disposing of property.
The company must lodge with the Registrar for registration particulars of the business opened or proposed to be opened in Kenya.
The Registrar can rectify the register in respect of an invalid, inaccurate, or forged entry (a) of his own motion and on notice in accordance with Section 861; (b) on application by any person pursuant to section 862; or (c) by an order or direction of the Court under sections 863 and 864 of the Act.
No, the contractual debts and legal obligations of a company are not those of its members.
The jurisdiction to rectify a company's register of members is conferred on the Registrar under the Company's Act.
Yes, a registered foreign company may change its name, and the Registrar shall issue a certificate certifying the registration of the company with the new name.
The company is obligated to appoint another person as its local representative.
To have its name engraved in legible characters on its common seal.
Copies of the company's annual accounts, the directors' report, and the auditor's report on those accounts.
Because the requirement to file returns and keep specified books and records does not extend to them.
Dealings in securities can be suspended if the fund manager, trustee, or Board of Directors believe that due to exceptional circumstances, there is good and sufficient reason to do so in the interests of the holders.
The foreign company must have a local representative appointed in accordance with the regulations.
It is liable to inspection by members dealing with or affected by the affairs of the company.
Having a registered office, keeping and displaying its name, permitting inspection of statutory books and records, making returns of allotment and annual returns, delivering share transfers for registration, issuing share certificates and debentures, holding annual general meetings, and keeping proper accounting records.
Members are entitled to share in the division of a company's net assets only upon its liquidation.
A foreign company is a company that is (a) incorporated and having its registered office outside Kenya; and (b) registered in the Foreign Companies Register in accordance with Part XXXVII of the Companies Act, 2015 for carrying on business in Kenya.
Foreign companies offering debentures in Kenya or guaranteeing debentures offered to other companies in Kenya.
A foreign company must lodge with the Registrar an application in the prescribed form to register the company.
Compliance with statutory requirements, which comes at a cost to the company.
Through the publicity, formality, and expense associated with registered companies, which ensure transparency and accountability.
The court must consider all the circumstances of the case, including the equity the applicant has to call for its interposition and the purpose for which relief is sought.
It places a heavy burden on the company's resources.
Every registered foreign company must establish and maintain a registered office in Kenya to which all communications and notices may be addressed or served upon the local representative.
The company and every officer in default are liable to a fine not exceeding two hundred thousand shillings, aggravated by an additional twenty thousand shillings for each subsequent day on which the default persists.
The significant disadvantages of incorporation include formality, expense, and publicity. Incorporation requires various documents to be drawn and registered, professional fees, stamp duty, and registration fees, which surpass the nominal cost of registering unincorporated associations.
Yes, the Register of Companies may contain inaccurate or false information that requires rectification or removal.
Annual returns.
Notice of situation of the registered office, annual return, particulars of directors and secretaries, notice of increase in nominal capital, notice of increase in number of members, notice of consolidation, division, subdivision, return of allotment, particulars of a mortgage or charge, memorandum of satisfaction or partial satisfaction of a registered charge or mortgage, particulars of contract relating to shares, notice of appointment of receiver or manager, notices relating to takeover, merger, and amalgamation of companies, notice of application made to the court for cancellation of an alteration made by special resolution to the provisions of the memorandum of association, and notice of place where certain statutory books and records are kept.
The prescribed information need not be delivered on the prescribed form or in the layout and typography of the form as long as the prescribed particulars are sufficiently disclosed.
Regulation 99 confers upon the fund manager the discretionary power to suspend dealings in shares, including the issue, cancellation, sale, and redemption of shares in the scheme for a period not exceeding twenty-eight days.
The Registrar may, after the expiry of two years, arrange for the transfer of the records to the Kenya National Archives and Documentation Service, where they may be disposed of in accordance with the Public Archives and Documentation Service Act.
No, a company is not liable for any legal obligations incurred or contracts entered into before its registration.
The Act confers a wide discretion to decide any question relating to the title of a party to be registered as a member.
Yes, shares and other securities of a company are movable property and freely transferable, subject to any limitations imposed by the company's constitution.
The Registrar is mandated to keep the Register at such place or places designated by the Cabinet Secretary as Companies Registries by notice published in the Gazette.
The company must lodge notice of the situation, or change in the address, of the registered office of the company, and the hours within which the company's place of business is open and accessible to persons dealing with the company.
No, the assets of a company are its exclusive property, and the members have no proportionate proprietary rights therein.
Registration by an alternative name does not affect any legal rights or obligations of the company or render defective any legal proceedings brought by or against the company.
Gikonyo J highlights that the jurisdiction to rectify a company's register of members is discretionary and not limited by the provisions of the Companies Act.
The name must not contravene sections 49, 50, 51, 56, 57-59, 60, or 61 of the Act, which relate to prohibited names, sensitive words, inappropriate use of company type indications, similarity to other registered names, misleading information, and misleading indications of proposed activities.
The application must be accompanied by: a certified copy of a current certificate of the foreign company's incorporation or registration in its place of origin, a certified copy of its Constitution, a list of its directors with prescribed personal details, a memorandum stating the powers of directors residing in Kenya, documents of registration of any existing charge over the property, notice of the address of the registered office or principal place of business in its place of origin, and notice of the address of its registered office and principal place of business in Kenya.
Section 833 requires the Registrar to have an official seal for the authentication of documents in connection with the performance of his functions.
Section 872 imposes penal sanctions against any person who lodges or causes to be lodged with the Registrar a document containing false or misleading information, or makes a false or misleading statement to the Registrar.
Circumstances include misrepresentation in the prospectus, illegal allotment of shares at a discount, application for shares made without authority, improper registration of share transfers, and the need to set right allotments of shares issued without a proper contract.
Yes, the Court can resolve disputes relating to entitlement to shares even without a proper instrument of transfer.
The application must disclose the particulars of the name under which the foreign company seeks to carry on business in Kenya.
The Registrar has the power to specify the form, the manner of authentication, and the lodgement of documents required or permitted to be lodged with him under the Act or any other written law.
The Registrar is required to preserve the original documents in hard copy form for a period of three years after which he may cause the documents to be destroyed, provided that the information contained in the documents has been recorded in the Register.
