An application for registration of the company, a memorandum of association in the prescribed form and authenticated by each subscriber, and a copy of the proposed articles of association.
If the name misleads or is likely to mislead the public in material particulars.
No, a change of name does not affect the company's status, legal rights, or obligations, nor does it invalidate any legal proceedings by or against it.
The Cabinet Secretary has the power to exempt a private limited liability company from using 'limited' or 'ltd' as part of its registered name, subject to conditions specified in Regulations.
The association would be deemed to constitute a partnership within the meaning of the Partnerships Act, 2012.
Yes, the address of the registered office of a company is liable to change from time to time at the discretion of the company. The change takes effect upon registration of the requisite notice with the Registrar.
Regulation 6 prescribes the following particulars: (a) voting rights that attach to the shares; (b) rights to dividends or distributions attached to the shares; (c) any right to participate in a return of capital; (d) whether the shares will be redeemed or may be redeemed at the option of the company or the shareholder; and (e) any terms or conditions relating to the shares.
Names that are offensive, closely resemble existing companies or public authorities, or consist of unauthorized abbreviations, initials, symbols, signs, or characters are prohibited from registration.
A company may be formed by one or more persons who subscribe their names to a memorandum of association and comply with the requirements of sections 13 to 16.
Yes, a company may change its name at any time in accordance with the procedure set out in section 63 of the Act.
The Act prohibits the registration of a company set up with the intention of pursuing an unlawful object.
The Registrar must enter the new name on the register and issue a new certificate of incorporation if the new name complies with the Act and the company's articles of association.
The company must restrict its objects to promoting commerce, art, science, religion, charity, or any other useful object beneficial to the public, resolve to apply its incomes to promoting its objects, prohibit payment of dividends to its members, and obtain a special resolution and approval of the Cabinet Secretary.
The name of a private limited company must end with 'limited' or the abbreviation 'ltd'.
The Registrar's approval is required for registering a company name that would likely give the impression of a connection with the state, national or county government, any state corporation, organ or agency, or any public entity or authority established under any written law.
The Registrar may direct the company to change its name.
The application for registration must contain or be accompanied by: (a) a statement of capital and the initial shareholding (for companies with share capital); (b) a statement of guarantee (for companies limited by guarantee); (c) a statement of the proposed officers of the company together with their written consent to act; and (d) additional documents specified in Regulations.
The Registrar is mandated to register the company and issue a certificate of incorporation under the hand and seal of the Registrar.
Actions include carrying on any business other than promoting charitable or non-profit-making objects, applying profits or income otherwise than in promoting such objects, or paying a dividend to any of its members.
A reserved company name remains in force for a period of thirty days or for such extended period not exceeding sixty days, as the Registrar may allow for a special reason.
Within six weeks or within such extended period as the Registrar may specify.
A company is required to state the address of its registered office in every document issued by the company.
The court confirmed the direction by the Secretary of State to change the association's name as it was likely to mislead the public.
The effect of registration is that the subscribers to the memorandum and other members become a body corporate by the name stated in the certificate of incorporation, and the company becomes a distinct legal entity with legal capacity and power to conduct its business.
Every company must have a registered office to which all communication and notices may be addressed and at which civil process relating to any legal proceedings may be served upon the company, its directors, or principal officers.
The statement of capital and initial shareholdings must include the name and address of each subscriber to the memorandum of association.
Promoters must conduct a search in the Register of Companies to ascertain whether there is an existing company with a similar name.
The Registrar can direct a company to change its name if misleading information was given for the purposes of the company's registration by a particular name.
Giving a misleading indication of the nature of a company's activities that is likely to cause harm to the public.
Directors' powers and responsibilities, appointment and retirement of directors, company secretary, decision-taking by members, voting at general meetings, restriction on members' rights, application of rules to class meetings, shares, interests in shares, dividends and other distributions, transfer and transmission of shares and other marketable securities, capitalisation of profits, communications to and by company, and administrative arrangements for the effective management of the company's affairs.
Section 15 requires the return of the Statement of guarantee, which must disclose the identity and address of each subscriber and contain an undertaking to contribute to the company's assets to discharge debts, defray liquidation costs, and adjust the rights of the contributories.
A direction under section 60(1) is not valid unless given in writing within five years of the company's registration.
Reserving a company name prevents the registration of companies with similar names that could cause confusion among the public.
Regulation 12 prescribes that a name is offensive or undesirable if it includes words like 'co-operative', 'society', or 'trade union', among other criteria.
The statement must disclose: (a) the total number of shares to be taken on formation by the subscribers to the memorandum; (b) the aggregate nominal value of those shares; (c) particulars of the various classes of shares and the interests attached to each class; (d) the total number of each class of shares and their aggregate nominal value; and (e) the amount to be paid up and the amount (if any) to be unpaid on each share.
An application for registration of a company must disclose the name with which the company is proposed to be registered.
Section 58 empowers the Registrar to direct a company to change its name within twelve months of its registration if it is the same or too similar to an already-registered company.
A fine not exceeding two hundred thousand shillings.
The company has the right to apply to the Court to quash the direction.
The Third Schedule contains model articles for public companies limited by shares, the Fourth Schedule for private companies limited by shares, and the Fifth Schedule for companies limited by guarantee.
Liability under the guarantee applies to each member only if the company is liquidated during their membership or within twelve months after they cease to be a member.
The Cabinet Secretary may exempt a private limited company from using 'limited' or 'ltd' if it is formed for promoting commerce, art, science, religion, charity, or any other useful object, and intends to apply its profit in promoting its objects without paying dividends to its members.
The Registrar may, on written application, reserve a name pending registration of a company or a change of name by a company.
Subscribers may elect to adopt or submit to the default application of the model articles of association.
The proposed name of the company and the proposed location of the registered office of the company.
The certificate of incorporation must state the name and registered number of the company, the date of its incorporation, whether the company is limited or unlimited, and whether it is a private or public company.
The company will be disentitled from the exclusion of the word 'limited' in its name, resulting in the revocation of the license, and it will be required to comply with the provisions of section 54.
Inappropriate use of company type or legal form constitutes an offense, making the company and its defaulting officers liable to criminal sanctions under the Act.
Section 57(1) of the Act prohibits the registration of a company by a name that is similar to another name appearing in the index of company names.
Company names must not suggest association with the State or its agencies, foreign governments, county governments, or registered trademarks without consent. They must not be offensive, undesirable, or contrary to public interest.
No, the inclusion of the word 'limited' or the abbreviation 'ltd' in a company's name does not affect its legal status, rights, or obligations.
The name of a public limited company must end with 'public limited company' or the abbreviation 'p.l.c.' or 'plc'.
The conditions include proving to the satisfaction of the Registrar and the Cabinet Secretary that the company's objects are restricted to those specified in Regulations, the company applies its profits to promoting its objects, is prohibited from paying dividends to its members, and requires all its assets to be transferred to another body with similar objects or promoting charity upon winding-up.
The license of exemption may be granted subject to conditions and regulations that must be incorporated in the memorandum and articles of association as the Cabinet Secretary sees fit.
