The companies act, 2015 section 3 defines a company to mean a company formed and registered under this act or an existing company. An act of parliament to make various amendments to statute law enacted by the parliament of kenya, as follows 1. Substitution of references to certain expressions by certain other expressions. Company registration in kenya like in many other functional jurisdictions and economies, the kenyan business environment is defined by a set of regulations. Tanzania enacts legislation impacting the oil and gas industry executive summary as a matter of urgency, the parliament of tanzania passed three legislative acts in july 2015. On september 11th, 2015 president uhuru kenyatta assented to the companies act 2015, and set the kenyan. How to add or remove a limited company director in kenya. This writeup provides basic information on what the users of. 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. We organize trainings for the board of directors on the kenyan companies act, 2015. The objects for which the association is established are. These regulations may be cited as the companies beneficial ownership.
Interpretation in this act, unless the context otherwise requires. A number of the processes involved in the registration and running a company have been simplified. To add or remove a director of a limited company in kenya, the following steps must be followed. Published by the national council for law reporting with the authority of. We believe in offering quality and timely services for our clients. The position of director number of directors required for the operation of a company in a departure from the provisions of the companies act cap 486, a private company can now conduct its. The set of regulations requiring legitimate companies and sole proprietorship to be legally registered are contained in the companies act cap 486 of the laws of kenya. See section 1 3 and 4 arrangement of sections section part ipreliminary i short title and commencement. In terms of the new act, companies are classified as either. Conflict of interest bill call for public participation, we are calling for comments on the conflict of interest bill, which should be forwarded by mail to ms. At 1,026 sections running to over 1,600 pages without schedules the new act is by far the most extensive piece of legislation on the statute books in kenya. Provisions as to branch registers of commonwealth companies kept in kenya.
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. Capita registrars is a firm registered in 2011 and offers professional company secretarial services in kenya. January 2015 the companies act, chapter 486 of the laws of kenya 1959 the societies act, chapter 108 of the laws of kenya 1998 the trustees perpetual succession act, chapter 164 of the laws of kenya 1981 the trustee act, chapter 167 of the laws of kenya 1982 the value added tax act, chapter 476 of the laws of kenya 20. These include kenyas guidelines on corporate governance practices by public.
Division 5 of the companies act, 2015 outlines the following transactions that. Kenyas cabinet secretary for finance gazetted the finance act, 2017 on 23 june 2017. Companies act 2015 deloitte coulson harney kam presentation 3 1 file s 174. Jan 11, 2018 this course is primarily concerned with companies as defined in the companies act, cap. The cabinet secretary for the national treasury appointed the 19th of january 2016 as the date the. Interpretation 1 in this act unless, the context otherwise requires. One major change introduced is the exemption of capital gains arising from the transfer of shares traded on any securities exchange licensed by the capital markets authority. Circulars public procurement regulatory authority kenya. Interpretation in this act, unless the context otherwise requires auditorgeneral corporationsdeleted by act.
Although quite voluminous, the act takes into consideration, developments in technology and procedure, to boost the ease of doing business. February 2016 1 as you may already be aware, the tax procedures act no. In both instances, an interim annual return is required to be filed. Kenya cyber security report 2015 4 third parties require mandatory and regular vetting outsourcing is not just a growing trend but the new reality of todays rapidly evolving global economy, which raises a new set of risk management concerns for companies in every industry. New changes will have implications on audit, reporting and striking off measures for singaporeincorporate companies. Step 1 fill a form of transfer of shares that is filled and signed by all the concerned parties. The central bank has issued further guidance on the act, and requires, effective 31 december 2015, financial institutions to file two types of returns.
This is the procedure of the change of directors in kenya under companies act, no 17. Since its enactment in 1962, the companies act chapter 486 was not updated to be. Hi fellow law students, here i am sharing lecture notes in ebook format pdf for the subject company law for llb and ba. Reforming company law in kenya download the companies act, no. Kakuzi plc company information for the year ended 31 december 2018 country of incorporation the company is incorporated in kenya under the kenyan companies act, 2015.
Short title this act may be cited as the state corporations act. It is a 759 paged document with 1026 sections with 6. Ulii is a member of the global free access to law movement and of the african lii community. We also offer registered office, due diligence and compliance services in kenya. Effect of removal of company from register 6 5 10 15 20 25 30 35 40 45. Tanzania enacts legislation impacting the oil and gas ey. The companies act, 2015 has brought about several changes to the position of director and company secretary. Guidelines to the companies act, 2015 state law office. Conflictofinterestbill2019 templateforamendingthedraftcoibill2019 companies regulations movable property security rights act, 2017 companies regulations private. It has 1,026 sections grouped into 42 parts each of which has several divisions and supplemented by 6 schedules. Sep 16, 2015 to add or remove a director of a limited company in kenya, the following steps must be followed.
The companies act audit requirement and other matters related. Use of information technology to make payments, file taxes, serve notices and records higher penalties for offenses committed extension of time to pay taxes and file returns 11 february 2016 global tax alert kenya enacts tax procedures act, 2015 ey global tax alert library access both online and pdf versions of all ey global tax alerts. New legislation in kenya companies act, 2015 some parts come in force on 6th november, 2015, rest will come in force in stages. Circular on tax compliance certificates issued to bidders under sole proprietorships. Short title this act may be cited as the kenya information and communications act, 1998. Summary of the companies act 2015 commencement capita. A company is an artificial legal person created by. Ninth schedulefees payable under the act in exercise of the powers conferred by section 1022 of the companies act, 2015, the attorney general makes the following regulations. All companies in kenya are required to file annual returns, financial statements and annual tax returns with the registrar of companies, under the kenyan companies act and the penalty for not filling these documents is company deregistration. Registration the new companies act 2015 has been commenced.
Interpretation in this act, unless the context otherwise requires accused person means a person in custody or on bail or against whom a summons or warrant has been issued who has committed or who is suspected of having committed an offence. This act may be cited as the statute law short title. The companies act the act provides for a new classification of companies. Section i on 15th september, 2015 all other provisions. Deleted and moved under the articles by virtue of section 26 of the companies act 2015 2. This act may be cited as the public audit act, 2015. Kigongo v mosa courts apartment ltd company cause no. Ca final indirect direct tax summary book pdf may 2020. The privatised public utilities have been incorporated as registered companies. By comparison, the old companies act cap 486 had 406 sections covering 270 pages. Citation and commencement 1 these regulations may be cited as the companies general regulations, 2015. The set of regulations required by registrar of companies for company incorporation in kenya or in other words company formation in kenya for public, private and foreign company registration in kenya and sole proprietorship be legally registered are contained in the new companies act 2015 of the laws of kenya. Pfma public finance management act, 2015 roggkenya. It has 1,026 sections grouped into 42 parts each of.
Companies act, 2015, the attorney general makes the following. The company secretary will then assess the stamp duty and have the transfer registered at the registrar. Companies act, 2012, 2012 uganda legal information institute. The companies act 2015 the insolvency act 2015 the societies act, chapter 108 of the laws of kenya 1998 the trustees perpetual succession act, chapter 164 of the laws of kenya 1981 the trustee act, chapter 167 of the laws of kenya 1929 the value added tax act act no. An act of parliament to provide for the functions and powers of the office of the auditorgeneral in accordance with the constitution, and for connected purposes enacted by parliament of kenya, as follows part ipreliminary. Deleted and moved under the articles by virtue of section 26 of the companies act 2015 3. The finance act, 2017 amends laws relating to various taxes and duties. The kenyan companies act, 2015 requires the directors to prepare financial statements for each financial year that give a true and fair view of the financial position of the company as at the end of the financial year and of their profit or loss for that year.
All other parts and sections were to come into operation upon a gazette notice by the cabinet secretary responsible for company matters, the attorney general. It is an exciting time for the business community in kenya. Reforms in the ease of doing business in kenya by kenneth. Company annual returns filing kenya registrar of companies. These are companies which are formed and registered under that act. Finance act 2015 2015 chapter 11 an act to grant certain du ties, to alter other duties, and to amend the law relating to the national debt and the public revenue, and to make further provision in connection wi th finance. An act to consolidate and amend the law relating to companies. Directors the directors who held office during the year and at the date of this report were. Type of companies under the kenyan companies act 2015. Companies act, 1882 6 of 1882, or in table a in the first paul revere ride poem pdf schedule.
In legal theory the word company demands an association of a member of persons who come together for some common object or objects. This act may be cited as the criminal jurisdiction and procedure act 2015. Notice of annual general meeting stanbic bank kenya. The companies act, 2015 the company law regime that existed a few years ago in kenya was based on the 1948 uk act. An act to consolidate and amend the law relating to companies and certain other. Formerly used to incorporate public utilities such as gas, electricity and railways. Duties of the board of directors under the kenyan companies. Annual return to be made by company not having a share capital. Downloads state law office and department of justice. The registered office of the association will be situate in kenya. There are companies incorporated otherwise than under the companies act. The new act has drawn heavily on the companies act, 2006 of the united kingdom. Windingup of solvent companies and deregistering companies 79.
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. This is the primary legislation that deals with companies and applies to companies directly. The companies act, 2015 was assented by the president on 11th. Definition of expressions used in these articles 1 in these articles a the act means the companies act, 2015.
Annual meeting and extraordinary meeting mean respectively an annual. Our practice is built on offering value in our services. Part ii sections 519 outlines the types of companies that can be formed and. Some companies are formed under specific acts of parliament. On september 11, 2015, the president assented to the companies act, 2015, which repeals the 1948 companies act cap 486. The objective of this act is to ensure all public finances are managed at both the national and the county levels of government in accordance with the principles set out in the constitution. One person company application for incorporation and nomination. 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. Subsequently, through a gazette notice dated 14th january 2016. Dissolution of companies and removal from register 83. As announced on 15 april 2015, the accounting and corporate regulatory authority acra will begin implementing the legislative amendments to the companies act, with 40% of the new changes to take effect from 1 july 2015.
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. Treasury circular on the operationalisation of the public procurement and asset disposal act,2015. Jan 28, 2018 company annual returns filing in kenya. Step 2 fill form 203 a to show the outgoing directors or incoming directors step 3 fill the. Central bank of kenya central depository and settlement corporation cdsc. Annual return to be made by company having a share capital. Finance act 2015 insight 3 preamble the finance act 2015 was signed by the president and gazetted on 15 september 2015. Companies act, 2015 memorandum and articles of association of. The name of the association is african securities exchanges association. In accordance with section 2981 and 2 of the companies act, 2015 every member entitled to attend and vote at the above meeting and any adjournment thereof is entitled to appoint a proxy with full rights as the member, to attend, to speak and vote on hisher behalf. May 04, 2020 this digital book is based on the companies act 20 18 of 20, the companies amendment act 2015 21 of 2015 and companies amendment act2017 1 of 2018, companies amendment act 2019 20 of 2019 along with latest notified rules, circulars, notifications and orders by the ministry of corporate affairs from time to time till 4th. The companies act, 2015 was assented by the president on 11 th september 2015 with only section 2 of the act coming into operation on the date of gazettement on 15 th september 2015.
This is a very vague definition, in the statute the word company is not a legal term hence the vagueness of the definition. Government printers, the kenya law website and the office of each form bears a reference to the companies act rather than the cap. The current companies act, cap 486, allows the incorporation of both public and private unlimited companies by virtue definition and also reregistration of an unlimited company as a limited company. The new companies act 2015 has come into operation in kenya. The kenya business guide kbg is a thinktank that seeks to support the improvement and strengthening of the. Company law notes kenya pursuant to the 2015 act introduction this course is primarily concerned with companies as defined in the companies act, cap. The act is, in my opinion, the most comprehensive and extensive legislation kenya has ever enacted. Documents forms to be filed with the registrar of companies. Act, throughout the act, a for the words and figures the indian companies act,19, wherever they occur, the words and figures the companies act, 20 shall be substituted. Company registration in kenya done faster and cheaply. The registered office of the company will be situate in kenya.