The new act has drawn heavily on the companies act, 2006 of the united kingdom. Under the repealed law business registration took up to 30 days. 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. Nov 14, 2017 a company is an artificial legal person created by complying with the provisions of the companies act, 2015 of the laws of kenya. The new companies act inter alia takes cognizance of the role that technology plays in the society. This development is significant as kenya seeks to establish. The private security general regulations, 2019 the regulations were formulated to operationalize the private security regulation act, no. A holding company under section3 1 of the companys act 2015 is defined of another company means a company of which the other company is a subsidiary company of the company. Much at stake in new company law assented by president. Fundamental concepts in company law there are two fundamental concepts on the operational aspects of company law. In doing so, i will give emphasis on the provisions of the insolvency act 2015 and the companys act 2015. B hons, cps 6, graduate assistant, strathmore law school, postgraduate student at the kenya school of law. Analysis of the private security regulations by kn law llp. The name of the association is african securities exchanges association.
The new laws will make it possible for one person to set up a company whereas in the past it was a requirement to have two people to register a company. It is a 759 paged document with 1026 sections with 6. Sep 15, 2015 on september 11, kenya finally replaced its old version of the companies act, dating back to 1947, with a new one. Jul, 2016 in this write up, we are going to analyze how a company formed under cap 486 laws of kenya can be liquidated. 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. The general duties however will continue to be applied and. The objects for which the association is established are. Nov 10, 2015 the companies act, 2015 has introduced and codified the general common law duties and equitable principles of a director in the act. But in the following two cases the subsidiary may lose its separate entity. 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. Although quite voluminous, the act takes into consideration, developments in technology and procedure, to boost the ease of doing business. 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.
The new laws include the companies act, the special. There are official documents that governs and regulates the scope of business of companies. Here in this thread i am sharing lecture notes in ebook format pdf for the subject company law for llb and ba. The companies act 20 is an act of the parliament of india on indian company law which regulates incorporation of a company, responsibilities of a company, directors, dissolution of a company. Publication and news dla piper africa in kenya ikm. The registered office of the association will be situate in kenya. Much at stake in new company law assented by president uhuru kenyatta. The companies act, 2015 the companies act, 2015 and the insolvency act, 2015 the insolvency act were both assented to by the president of kenya on friday, 11 september 2015 and gazetted on 18 september 2015. New company law shines the spotlight on shadow directors.
A hyperlink is simply a link that when clicked takes you to another section in the current act you are viewing, or it takes you to a section in another act. Registering a company in kenya was once a difficult and complicated process. In enacting the act, kenya borrowed heavily from the united kingdoms. That, however, wasnt the only business law which came into force on that date.
But when the notion of legal entity is used to defeat public convenience, justify wrong, protect fraud or defend crime the law will regard the company as an association of persons. The companys act 2015 kenya tripleoklaw llp youtube. We shall also look at case law both in kenya and in the u. Business laws amendment bill, 2020 set to improve ease of. The new act preserves this heritage in the english system. Uhuru kenyatta, the president of kenya revealed that three and now 25 patients had tested positive for the virus culminating in presidential directives towards preventing its spread to the rest of the population. Business laws amendment bill, 2020 set to improve ease of doing business in kenya. The new companies act 2015 has come into operation in kenya by richard harney, managing partner of bowman gilfillan africa group s coulson harney office in nairobi, kenya. Jul 05, 2018 however, the core objective of this essay is to critically analyse the impact of the insolvency act 2015 in the economy of kenya and how the relatively new law, rules and regulations would significantly impact to ensure or protect the rights of creditors and financial business transactions. Return of allotment by unlimited company allotting new class of shares.
For the purposes of companies act of kenya, a company. New laws to improve kenyas business environment ministry. Everything about companies act 20, rules, notification. The new companies act, 2015 and the insolvency act, 2015 represent a transition to modern company and insolvency laws, which has been long overdue. One of the most exciting features of the new laws of kenya database is that there are now hyperlinks in the content of the legislation. Kenya introduces a new companies act and the insolvency act. On september 11, 2015, the president assented to the companies act, 2015, which repeals the 1948 companies act cap 486. Mulika, maureen nyakinyua and fiona makaka comment on what some of the effects of the companys act 2015 are likely to be. There are procedures for conversion of a private limited company to an unlimited private company or vice versa and.
The new act is both a consolidation of laws on companies in kenya and a modernisation of statute law on the subject. 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. An introduction kenya company law is that body of rules which regulates corporations formed under the kenya companies act. It also introduces legal and commercial concepts that were previously not permitted or governed by.
Part hia companys constitution division iarticles of association 20regulations may prescribe model articles. A company thus has legal rights and obligations in the same way that a natural person does. Existing company only means a company formed and registered under any of the repealed ordinances. While the act has removed many of the criminal offences which were found in the previous companies act, the potential for civil claims against directors in terms of the new companies act is far greater. 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.
The statute law miscellaneous amendment act 2019 came into force. Type of companies under the kenyan companies act 2015. Kenyas parliament passed the pbo act in december 2012 and the president approved it in january 20, but a date for its implementation has not yet been set. 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. The salient features of the kenya insolvency act, 2015 from a. The act is, in my opinion, the most comprehensive and extensive legislation kenya has ever enacted. A company must be treated as a person in its own right. The 20 act is divided into 29 chapters containing 470 sections as against 658 sections in the companies act, 1956 and has 7 schedules. In these cases the law disregards the corporate entity and pays regards to the economic realities behind the legal facade. Change looms with the new companies act business daily.
The companies act 20 is about improving corporate governance which revolves around the board of directors, senior management of the company, their roles. Company registration in kenya done faster and cheaply. The regulations came into effect on july 05, 2019 and seek to address the status, administration and operations of private security service providers in kenya. It is specifically written for students beginning the study of law for professional examinations such as cpa and cps. Companies are formed with a particular goal for their business. The new laws will make it possible for one person to set up a. Highlights of the amendments to the companies act, 2015 by the. 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. Uganda passed the companies act 2012 and kenya followed suit with the companies act 2015 both of which laws essentially aligned company law with modern norms such as the concept of a. Further, only unlimited private companies may be formed under the new act. The companies act, 2015 has introduced and codified the general common law duties and equitable principles of a director in the act. A company is a business organisation which earns income by the production or sale of goods or services. 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. A company is a corporation an artificial person created by law.
With the introduction of the business laws amendment bill, 2019 the bill, businesses stand to win big as the kenyan government moves to amend certain statutes with the aim of improving the ease of doing business in the country. It has 1,026 sections grouped into 42 parts each of. Registrar to register company if requirements of act are complied with. Kenyan company law is heavily based on the principles of english company statute law and the common law, as handed down through judgemade decisions of the courts. Companies and partnerships compared a a company can be created only by certain prescribed methods most. It is an exciting time for the business community in kenya. The new companies act 2015 has come into operation in kenya. A company may purchase insurance to protect a director against permitted liability. Duties of directors under the new kenyan companies act 2015.
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