New laws to improve kenyas business environment ministry. An act to reform company law and restate the greater part of the enactments relating to companies. On 5 th july 2019 the president of the republic of kenya assented to the statute law miscellaneous amendments act, no. Company law may 2018 past paper free access to kasneb past examination papers this past paper examination was examined by the kenya accountants and secretaries national examination board kasneb and it applies to the following courses. New laws would undermine basic rights human rights watch. Financing for purchase of a property can be obtained from banks, building societies or mortgage companies in kenya. Summary of the provisions of the companies act, 2015 that came into operation on 6th december 2015 the companies act, 2015 was assented by the president on 11th september 2015 with only section 2 of the act coming into operation on the date of gazettement on 15th september 2015. For most properties, payment is in form of a 10% deposit and the balance within 6090 days. This guide to law online kenya contains a selection of kenyan legal, juridical, and governmental sources accessible through the internet. B hons, cps 6, graduate assistant, strathmore law school, postgraduate student at the kenya school of law. Interpretation 1 in this act, except where the context otherwise requires arbitration means an arbitration on a submission or under a written law. Feb 25, 20 kenya enacts new law on science, technology and innovation february 25, 20 april, 2016 victor nzomo in january 20, the president assented to the science, technology and innovation act 2012. The articles of association of the defendant company provided that the directors may, with the sanction of the company at a general meeting, declare a dividend to be paid in cash to the members.
Land laws amendment bill, 2015 kenya land alliance. This is the primary legislation that deals with registering a company in kenya and applies to companies directly. It has made a number of amendments to several laws. The directors would also be liable under the common law action of deceit for making a statement which is false and which is known to them to be false or is made by them recklessly or without care. 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. Companies act 71 of 2008 english text signed by the president assented to. The act is a reproduction of the english sale of goods act 1893 which was made part of the kenya law by the colonial administration in kenya on 1st october 1931. Section i on 15th september, 2015 all other provisions. See section 1 3 and 4 arrangement of sections section part ipreliminary i short title and commencement. Winding up of companies in kenya or liquidation is a formal insolvency procedure in which a company is brought to an end. Change looms with the new companies act business daily. The companies act of kenya which came into force on 1st january 1962 is based on english companies act of 1948.
Ipoa act independent policing oversight authority act. Fines and penalties have also been revised upwards to reflect prevailing economic conditions. According to an alert of amnesty international, during that time an amendment bill was in the national assembly that could weaken the ipoas power to investigate. The act is, in my opinion, the most comprehensive and extensive legislation kenya has ever enacted.
Section 2 1 of the companies act cap 486 laws of kenya states what company means as a company formed and registered under this act or an existing company. New laws to improve kenya s business environment blog. The companies act, 20 companies act is one of the landmark legislations enacted in recent years to bring forth transparency, ease of doing business and protecting rights of minority shareholders. Under the companies act 2015, a companys shares may be held by its. Redundancy procedure in kenya corporate staffing kenya.
An act of parliament to establish a capital markets authority for the purpose of promoting, regulating and facilitating the development of an orderly, fair and efficient capital markets in kenya and for connected. There are companies incorporated otherwise than under the companies act. The new act is both a consolidation of laws on companies in kenya and. Authority through the capital markets authority act, cap 485a laws of kenya. Companies in kenya companies act and company law in kenya. Kenya labour law on redundancy corporate staffing kenya. The laws contain guidelines dealing with issues like testing, medical, education and information flow under the hiv and aids prevention control 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 establish a presence and operate. The name of the association is african securities exchanges association. This act may be cited as the limitation of actions act. Although quite voluminous, the act takes into consideration, developments in technology and procedure, to boost the ease of doing business. A partnership is created by the express or implied agreement of the parties, and requires no formalities, though it is common to have a written agreement. Students use lawstudies to find llbs and llms, mls degrees, law phds, paralegal courses, postgraduate law diplomas, and many other legal qualifications in countries around the world. Laws of kenya environmental management and coordination act chapter 387 revised edition 2012 1999 published by the national council for law reporting with the authority of the attorneygeneral.
In the companies act of kenya, it has been noticed that the winding up of the companies is covered in section 4. By perminus wainaina, what is the redundancy procedure in kenya according to the employment act 2007. Kenyan company law is heavily based on the principles of english company statute. As a trusted part of the keystone academic solutions family of multilingual, studentcentered websites, lawstudies is the key to law studies at all levels. 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. 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. Companies in kenya will need to devote greater resources to ensuring that their affairs are run in accordance with the new laws. Summary of the companies act 2015 commencement capita. Company law may 2018 past paper kasneb cpa atd cs ccp. In keeping with the spirit of the constitution, the land act, land registration act and the national land commission act respond to the requirements of articles. 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. The private sector has been pushing for the companies act, the insolvency act and the special economic zones act for many years.
The easiest way to buy property for nonresidents is to appoint a lawyer in kenya who can act on your behalf. We are grateful that in the first two years of your government, we have them, he said. Consent of all members needed to add a new member in a private company section 9aiv. The basic rule is that dividends must not be paid out of capital. However, the new companies act will only become operational on a date to be set by the cabinet secretary by notice in the kenya gazette.
Reciprocal enforcements act cap 43 of the laws of kenya. Centum investment company limited incorporated in kenya under. Kenya company law is that body of rules which regulates corporations formed under the kenya companies act. The law of agency is based on the common law rules developed by english courts and rulings made by other courts in the commonwealth. The act provides a basic legal framework for the regulation of companies in kenya. In the broadest definition, a contract is an agreement entered into by two or more parties with the serious intention of creating a legal obligation. Company law notes kenya pursuant to the 2015 act introduction this course is primarily concerned with companies as defined in the companies act, cap. It is specifically written for students beginning the study of law for professional examinations such as cpa and cps. The salient features of the kenya insolvency act, 2015. Highlights of the amendments to the companies act, 2015 by. It is a 759 paged document with 1026 sections with 6. This chapter describes the origins of the rules and principles which constitute the law applicable in a country at a given time.
In exercise of the powers conferred by section 1022 of the companies act, 2015, the attorneygeneral makes the following regulations. Laws of kenya the advocates act chapter 16 revised edition 2009 1992 published by the national. The independent policing oversight authority act ipoa act governs the functions of the ipoa. What are the primary sources of law, regulation and practice relating to corporate. The companys act 2015 kenya tripleoklaw llp youtube. This entry also covers rules by which partnerships and trusts are governed in kenya, together with. It has 1,026 sections grouped into 42 parts each of.
Act which is not wholly owned or controlled by the government or by a state corporation. The statute law miscellaneous amendment act 2019 came into force on 23 july 2019. Companies to disclose their beneficial owners in kenya aln. The judicature act 1967 sets out the sources of law in kenya as follows. Laws of kenya state corporations act chapter 446 revised edition 2012 2010 published by the national council for law reporting with the authority of the attorneygeneral. Prior to the enactment of the insolvency act, 2015, legal provisions for individual insolvency were contained in the bankruptcy act, no 32 of 1930 now repealed. 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. The registered office of the association will be situate in kenya. The objects for which the association is established are. Type of companies under the kenyan companies act 2015.
Dividends admin june 04, 20 dividends under kenya law are the profits of trading divided among the shareholders in proportion to their shares. It also introduces legal and commercial concepts that were previously not permitted or governed by the 1948 companies act. On september 11, 2015, the president assented to the companies act, 2015, which repeals the 1948 companies act cap 486. It also introduces legal and commercial concepts that were previously not permitted or governed by. 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. This act is still applicable together with later amendments. Kenya enacts new law on science, technology and innovation. The new companies act inter alia takes cognizance of the role that technology plays in the society. Sep 18, 2016 the new companies act inter alia takes cognizance of the role that technology plays in the society. This is especially the case in situations where a parent company wants to. He said the three laws will provide clarity for investors and improve kenya s attraction as a preferred investment destination. Kenya introduces a new companies act and the insolvency.
The new act is both a consolidation of laws on companies in kenya and a modernisation of statute law on the subject. An overview of kenya law of contract kenya contract law encompasses any laws or regulations directed toward enforcing certain promises. Section 148 of the act provides that at the annual general meeting, the directors of a company must lay before the company the profit and loss account. Any person who subscribed for any shares or debentures on the faith of the prospectus may sue for compensation under section 45 of the companies act. Company for purchase of or subscription for its own, or. Press release key provisions of a law criminalizing the transmission of hiv in an effort to curb spread of the disease in kenya are unconstitutional and violate fundamental human rights, according to a recent landmark ruling from the high court of kenya.
Mulika, maureen nyakinyua and fiona makaka comment on what some of the effects of the company s act 2015 are likely to be. The new companies act, 2015 and the insolvency act, 2015 represent a transition to modern company and insolvency laws, which has been long overdue. The part empowers the cabinet secretary in this case the attorney general to make regulations already made for purposes of the act. This is a very vague definition, in the statute the word company is not a legal term hence the vagueness of the definition. Under kenyan law, a private company is a company which restricts the right to.
Definition of a company a company is a corporation an artificial person created by law. 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. 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. The proceedings at the meeting are commenced by the chairman, who usually makes a speech on the companys affairs and any other circumstances of interest to the company and also answers questions from the members if any. In kenya contract law is primarily regulated by the common law. The kenyan employment act 2007, defines redundancy as the loss of a job or occupation through no fault of an employee, happening mostly where the services of the said employee are no longer needed. Kenyas leaders should act swiftly to prevent these bills from becoming law and focus on the countrys real challenges, like police reform. A number of the processes involved in the registration and running a company in kenya. Division 5 changes of company names 62company may change the name. Links provide access to primary documents, legal commentary, and general government information about specific jurisdictions and topics. According to mweseli 1997, company law is about capitalism.
Centum investment company limited incorporated in kenya under the companies act chapter 486, laws of kenya registration number c. Jul 09, 2012 in kenya the legislation governing occupational health and safety is the occupational health and safety act, 2007 which repealed the factories act, cap 254 of the laws of kenya. Law reform act laws of kenya t he l aw r eform a ct c. The share capital of the company as at the date of the amendment of these articles is kenya shillings 10,008,150,008 divided into 179,578,600 ordinary shares of kenya shillings 5 each and 2,051,400 ordinary class a shares of kenya shillings 5 each and 123,478,388 redeemable. Definition section 3 1 of the act defines a sale of goods as a contract whereby the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration called the price. We set out below the amendments affecting the companies act, 2015. Cap 23 laws of kenya is the law that governs agency law in kenya. The statute law miscellaneous amendment act 2019 came into force on. Duties of the board of directors under the kenyan companies act 2015 the companies act, 2015 has introduced and codified the general common law duties and equitable principles of a director in the act.
It is an exciting time for the business community in kenya. The companies act was, in many ways, perceived as a reaction to the satyam scam which uncovered several aspects of corporate fraud that inter alia diminished minority shareholder rights. Business laws and regulations embassy of the republic of kenya. The new companies act 2015 has come into operation in kenya. The companies act, 2015 will come into operation in stages. Although quite voluminous, the act takes into consideration, developments in technology and procedure, to. On company annual returns in kenya,section 125 of the companies act stipulates that every company having a share capital shall, once at least in every year, make a return, and the said return shall be in the form and shall be made up to the date of the fourteenth day after the date of the annual general meeting.
Winding up of companies, liquidation, dissolution, deregistration in kenya. Annual return to be made by company having a share capital. Annual return to be made by company not having a share capital. Companies amendment act 3 of 2011 act to provide for the incorporation, registration, organisation and management of companies, the capitalisation of profit companies, and the registration of offices of. An agent is a person employed to do any act for another or to represent another in dealings with third persons. Under the companies act of kenya chapter 486 the companies act each. An introduction kenya company law is that body of rules which regulates corporations formed under the kenya companies act.
Provisions as to branch registers of commonwealth companies kept in kenya. The companies act, 2015 has many similarities to the companies act, 2006 of the united kingdom. Difference between companies act 1956 and companies act. The term sources of law literally means where rues of law are found. Winding up in kenya company liquidation dissolution. Formed by registration under the companies act 1985 as amended or one of the preceding companies acts. A comprehensive law while the new act does not usher in a whole new code for corporate governance and doing business in kenya that revolutionises the law what it does do is to introduce a much heavier regime requiring substantial compliance. Section 1 of the act, which deals with the short title and commencement, comes into force today 18 september 2015 since a notice in the kenya gazette was published. A statement from kenyattas office said the new acts include the companies act, the insolvency act and the special economic zones act, the business registration service, the companies and insolvency legislation consequential amendments act 2015 and finance act amendments. The kenyan administration and the judiciary will be under pressure in terms of resources and knowhow in helping with the application and interpretation of the new. Before we get right into it, its important we first understand what the law says about redundancy.
Highlights of the amendments to the companies act, 2015 by the. Advocates act laws of kenya the advocates act chapter 16. Companies in kenya companies act and company law in kenya companies in kenya are regulated and registered under the companies act cap 486 of the laws of kenya. These are companies which are formed and registered under that act. An act of parliament to promote the standardisation of the specification of commodities, and to provide for the standardisation of commodities and codes of practice. The law promotes public awareness about modes of transmission, consequences, means of prevention and control of hivaids. A person who conspires to commit a terrorist act abroad while in kenya or with a person in kenya commits an offense and is, on conviction, subject to a maximum of 20 years of imprisonment.
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