The company must notify the Registrar, resolve to be converted into a private company, and apply to the Registrar for registration of the conversion in accordance with section 429.
No, it does not affect the rights or liabilities in respect of any debts or obligations incurred before the conversion.
The Registrar may refuse to register a company if its formation is intended to pursue an unlawful purpose or if its registration is contrary to public policy.
The application must be accompanied by a copy of the special resolution authorizing the conversion, a copy of the company's articles as proposed to be amended, and a statement of guarantee if the company is to be limited by guarantee.
The main object of the company was to sell in Great Britain tickets to a Republic of Ireland lottery known as the Irish Sweep.
A member must undertake that if the company is liquidated while the person is a member or within one year after ceasing to be a member, they will contribute to the assets of the company for payment of debts, liquidation costs, and adjustment of rights among contributories.
No, re-registration or conversion does not change the corporate status or legal capacity of the company.
The company becomes a body corporate, a legal entity recognized as a person with legal capacity, rights, and duties at law.
It is conclusive evidence that the statutory requirements for conversion and registration have been complied with.
The court found that selling the tickets would have been an offence under legislation then in force, and thus the company was not formed for a lawful purpose.
A statement of capital must be lodged with the Registrar within fourteen days of the registration of the conversion, specifying the total number of shares, aggregate nominal value, different classes of shares, rights attached to each class, and the amount paid up and unpaid on each share.
From the date of the certificate.
When a public company reduces its capital below the authorised minimum by cancellation or forfeiture of shares and notifies the Registrar in accordance with section 428.
The court held that the registration should be quashed because the company had not been formed for a lawful purpose.
The Cabinet Secretary under section 55 of the Act.
A 'joint stock company' refers to a company limited by shares with a permanent paid-up or nominal share capital of fixed amount divided into shares, and formed on the principle of having for its members the exclusive holding of those shares or stock.
The company's net assets must not be less than the aggregate of its called-up share capital and undistributable reserves.
An expedited procedure for conversion without having to pass a special resolution of the company in general meeting, but requiring a resolution of its directors.
Regulation 11 empowers the Registrar to refuse registration of a company name if it is the same as or closely resembles an already registered name, or if it has been reserved for use in connection with a proposed company.
The company's name must include the word 'limited' as the last word in its name.
Changes to its name and articles necessary for becoming an unlimited private company.
The application must include a statement of the company's new name, particulars of the proposed secretary, a copy of the special resolution authorising the conversion, amended articles, a balance sheet with an unqualified auditor's report, a written statement by the auditor, and an independent valuation report if applicable.
The application must contain a statement of the new name on conversion, the prescribed form of assent authenticated by all members, and a copy of the company's articles as proposed to be amended.
The stated object was to carry on the business of prostitution.
The Registrar can refuse registration if the name is the same as an existing body corporate, if its use would involve the commission of a criminal offense, or if it is offensive, undesirable, or contrary to public interest.
A company having the liability of its members limited by an Act of Parliament cannot be registered under the Act unless it is a company limited by guarantee.
Upon incorporation, a company gains the power to exercise all functions of an incorporated company with perpetual succession, a common seal, and the ability to hold property.
It must lodge with the Registrar a notice giving details of the cancelled shares together with a statement of capital containing the matters specified in section 428(3) within one month.
The certificate of incorporation is conclusive evidence that the statutory requirements for conversion and registration have been complied with.
A special resolution passed in accordance with section 77(1) of the 2015 Act, along with procedural requirements and necessary changes to its name and articles.
Notice of cancellation of the shares in issue and a resolution of the company to be converted into a private company specifying changes in the name.
The company immediately ceases to exist in its original form, and the conversion takes effect as if it were the first registration of the company under the Act.
No, a public company cannot be converted into an unlimited private company without share capital.
The company and each officer in default commit an offence and are liable to penal sanctions imposed under subsections (4) and (5).
An unlimited company may be converted into a private limited company through a special resolution if it meets the requirements of section 85 of the Act.
The company becomes a limited company, and the changes in the company's name and articles take effect from the date of incorporation stated on the certificate.
A company may be converted from a private to a public company, from a public to a private company, from a private limited company to an unlimited company, from an unlimited private company to a limited company, or from a public company to an unlimited private company.
Sections 53 and 54 of the Act.
The Registrar would refuse if the resultant public company would have a reduced share capital or if the nominal value of the company's allotted share capital falls below the authorised minimum of six million seven hundred and fifty thousand shillings.
Shareholders or nominees are deprived of voting or other class rights attaching to those shares.
The company must make necessary changes in its name and articles in connection with becoming an unlimited company, and if it is proposed to have a share capital, changes necessary for becoming an unlimited company with a share capital.
Conversion, re-registration, and consequent change in the nature of a company provide flexibility in the form in which its corporators may invest, incorporate, and associate in business.
The private company must convert into a public company, subject to the conditions specified in section 70(2) of the Act.
The conversion must be authorized by a special resolution passed by the company, and the resultant public company must have a share capital.
All its members must assent to its conversion as per section 89 of the 2015 Act.
A certificate of incorporation.
The company must make changes in its articles to convert it into a public company limited by shares.
Yes, the Registrar may dispense with the delivery of such documents.
Companies incorporated under an Act of Parliament other than the Companies Act 2015 or a former law relating to companies, or those duly constituted according to law with their principal place of business in Kenya.
The private company must make changes to its name and articles to reconstitute it as a public company, and ensure compliance with section 74(2) of the 2015 Act.
The former registration of the company is closed.
The company is obligated to apply to the Registrar for the registration of its conversion into a private company within three years from the date of the forfeiture, surrender, or acquisition of shares.
The Registrar issues a certificate of incorporation showing that the company is an unlimited company.
The liability depends on the type of company (whether limited or unlimited), if limited, whether it is limited by shares or by guarantee, and the amount unpaid by each member on their shares or the amount specified in the guarantee.
It takes place in the same manner and with the same effect as if it were the first registration of the company under the Act.
A private limited company can be converted into an unlimited company if all members assent to the conversion, the company has not previously been registered as an unlimited company, and an application for registration of the conversion is lodged with the Registrar.
