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. A foreign company cannot carry on business in kenya unless it is registered in kenya as well. We pride ourselves in serving a wide range of clientele comprising of both local and multinational companies and government ministries and agencies. Summary of the companies act 2015 commencement capita.
Guidelines to the companies act, 2015 state law office. Shadewinds ltd is a private limited company incorporated under companies act 2015 formerly 1948 companies act cap 486 in kenya. Our business is hinged on the strict conformance with all. The companies general regulations, 2015 prescribe under regulations 8 12 which such names indicate connection with public authorities, characters now permitted to be used in company s name and the circumstances in which a company name will not be registered. According to the 2015 act, a foreign company shall not conduct business in kenya unless it is registered in kenya, or has made an application for registration in kenya but the application has not been finalized within the stipulated period. The registrar of companies has prepared in accordance with section 876, the registrars rules that prescribe the. The objects for which the association is established are. 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.
Although quite voluminous, the act takes into consideration, developments in technology and procedure, to. How new set of regulations will change the business landscape tuesday september 15 2015 president uhuru kenyatta with the local business leaders at state house, nairobi. Kenya by president uhuru kenyatta on 11 september 2015 will go a long way to improving kenyas attractiveness as an fdi destination. This has meant that listed companies cannot hold physical gms as they have. Annual meeting and extraordinary meeting mean respectively an annual general meeting and extraordinary general meeting of the company duly called and constituted, or any adjournment thereof.
It is a 759 paged document with 1026 sections with 6. The covid19 pandemic presents a challenge for companies listed on the nairobi securities exchange the nse which have had to postpone general meetings gms due to the ban on public gatherings in kenya. Listed companies granted leeway to convene general meetings with capital markets authority approval. A company limited by guarantee under the kenyan companies act 2015 i must be incorporated without a share capital. Page 1 consolidated election regulations elections general regulations, as amended in april 2017, unofficial document consolidated by. New laws to improve kenyas business environment ministry. Duties of the board of directors under the kenyan companies. Previously, the companies general regulations, 2015 the 2015 regulations were in place. Requirement by the registrar of companies to affix a photograph of the directors incorporating a company is addressed under reg.
Citation and commencement 1 these regulations may be cited as the companies general regulations, 2015. The new laws include the companies act, the special economic zones act, the business registration service act, the insolvency act and the finance act 2015. These are companies which are formed and registered under that act. Division 4 powers of registrar to direct company to change its name in specified circumstances 60power of registrar to direct company to change its name because of misleading information given for registration of company or because its name gives. Under the new regulations, executive directors will also be required to have a stake in the companies they run. The regulations contained in the third schedule model articles for public companies limited by shares of the companies general regulations, 2015 shall not apply to the company except so far as the same are repeated or contained in these articles. Transition to the companies act, 2015 for the time being the old companies act, cap 486, will continue to operate until the corresponding or new provisions of the companies act, 2015 come into force through legal notices prepared by the cabinet secretary in the kenya gazette. The attorney general may also make an application for the liquidation of a company if, after receiving from an inspector appointed to conduct an investigation into the affairs of a company under the companies act, 2015 a copy of a report of the investigation, the attorney general considers that, as a result of the report, the company should be. 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. Guidelines to the companies act, 2015 state law office and. The attorney general has published the companies general regulations, 2015 which are available the government printers, the kenya law website. Listed companies granted leeway to convene general meetings. On september 11th, 2015 president uhuru kenyatta assented to the companies act 2015, and set the kenyan record for adopting the most voluminous law in the.
The name of the association is african securities exchanges association. Company registration in kenya done faster and cheaply. Foreign company registration in kenya company formation. The draft companies general amendment regulations, 2017 the draft regulations have proposed significant disclosure and reporting changes in relation to the compensation and remuneration of directors of listed companies primarily that such reporting is now required on an individual and itemised basis. In these regulations act of 2014 means the companies act 2014 no. How new set of regulations will change the business landscape. The companies act, 2015 has introduced and codified the general common law duties and equitable principles of a director in the act. Exclusion of model articles and any other prescribed regulations the regulations in the companies general regulations 2015, and regulations or articles set out in any. On september 11th, 2015 president uhuru kenyatta assented to the companies act 2015, and set the kenyan record for adopting the most voluminous law in the country. Companies act general amendment 2 regulations 2016 companies act regulations 2015 sections 1st schedule, 3, 4, 5, 7.
Although quite voluminous, the act takes into consideration, developments in technology and procedure, to boost the ease of doing business. The new companies act 2015, has now been implemented to comply foreign companies regulations in kenya. President uhuru kenyatta on friday assented to several business bills geared to make the economy more business friendly. Under the act aforeign company is defined as a company incorporated outside kenya. Drastic changes to requirements for registration of. The capital markets authority has approved the issue of this circular. Co law juncil for libp special issue 1693 kenya gazette.
The companies general regulations, 2015 prescribe under regulations 8 12 which such names indicate connection with public authorities, characters now permitted to be used in companys name and the circumstances in which a company name will not be registered. Nov 14, 2017 this course is primarily concerned with companies as defined in the companies act, cap. Please be informed that kebs, the kenya bureau of standards, has confirmed that preshipment inspection and issuance of certificate of conformity has been expanded to cover almost all finished products imported into kenya, the only exception is made for. The companies act 2015 public company limited by shares articles of association of kenya airways plc adopted by special resolution passed on august 2017 1. The capital, nairobi, is a regional commercial hub.
Incorporated in kenya under the companies act, 2015. Nov 16, 2015 the companies general regulations, 2015 have been published in a special issue of the kenya gazette and will come into force 14 days after the publication. The remaining parts of the act will be commenced by notice in the kenya gazette. Kenya is a country in africa and a founding member of the east african community eac. Type of companies under the kenyan companies act 2015. The companies beneficial ownership information regulations, 2020. Mar 10, 2016 under the new regulations, executive directors will also be required to have a stake in the companies they run. Legal alert kenya stringent new disclosures on directors compensation. The general duties however will continue to be applied and interpreted in the same way as the corresponding common law rules and equitable principles. Jul 10, 2018 the guidelines on corporate governance practices by public listed companies in kenya is statutorily provided for in the companies act 2015 and enforced by capital markets authority through the.
Jul, 2016 the attorney general may also make an application for the liquidation of a company if, after receiving from an inspector appointed to conduct an investigation into the affairs of a company under the companies act, 2015 a copy of a report of the investigation, the attorney general considers that, as a result of the report, the company should be. Deleted and moved under the articles by virtue of section 26 of the companies act 2015. Short title this act may be cited as the tax procedures act, 2015. The companies general regulations, 2015 have been published in a special issue of the kenya gazette and will come into force 14 days after the publication.
The economy of kenya is the largest by gdp in east and central africa. The registered office of the association will be situate in kenya. The act is, in my opinion, the most comprehensive and extensive legislation kenya has ever enacted. There are companies incorporated otherwise than under the companies act. The act requires regulations to be in place, which regulations shall prescribe the information to be included in a directors remuneration report, how the information is to be set out in the report and what is to be the auditable part of the report. The guidelines on corporate governance practices by public listed companies in kenya is statutorily provided for in the companies act 2015 and enforced by capital markets authority through the. A public company name must end with public limited company or plc. Some companies are formed under specific acts of parliament. Among the many changes that come with the 2015 act are new requirements for registration of foreign companies in kenya.
Cma introduces new regulations for corporate governance. Consolidated from the 2016 gazetted version and the 2017 gazetted amendments by reporting on good governance in kenya. Among many changes introduced by the companies act was the requirement that foreign companies should have at least 30% shares held by the local kenyans by birth. 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 2015. Companies act, 2015, the attorney general makes the following regulations. The registrar of companies has prepared in accordance with section 876, the registrars rules that prescribe the forms to be used under the act. 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. Kenya gazette supplement no 65 21st april, 2017 legislative supplement no. National council for law reporting special issue library 85 kenya gazette supplement no. 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 companies general regulations, 2015 in these regulations referred to as the principal regulations are amended by. 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. Registration of foreign companies in kenya is provided for under the new companies act 2015.
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