Companies Act, 2015 (Kenya Gazette Supplement No. 158 (Acts No. 17)).

The Act was assented to on September 11, 2015, and Section 2 commenced on September 15, 2015. The Act's objects are to facilitate commerce and industry by enabling the incorporation and regulation of entities with perpetual succession, with or without limited liability, in the public interest, particularly for their members and creditors.The Act is structured into numerous Parts covering various aspects of company law, including:

• Company Formation and Types (Parts I & II):

  • Types of companies include limited companies, companies limited by shares, companies limited by guarantee, unlimited companies, private companies, and public companies.

  • Procedures for forming and registering a company are outlined, including documents like the memorandum of association, statement of capital, and statement of proposed officers.

• Company Structure and Capacity (Parts III & IV): Includes provisions on articles of association, resolutions, company objects, capacity, and the execution of documents.

• Company Name (Part V): Covers name reservation, prohibited names, indications of company type, and the process for changing a company's name.

• Conversion of Status (Part VI): Details how companies may alter their status, such as converting a private company into a public company, or a limited company into an unlimited company.

• Key Personnel (Parts VII, IX, XII): Addresses company members, directors (including appointment, removal, and duties), and company secretaries.

• Financial Matters (Parts XIV-XXI): Includes share capital, allotment of shares, pre-emption rights, payment for shares, reduction of capital, acquisition of own shares, redeemable shares, and treasury shares.

• Governance and Reporting (Parts XXV-XXVIII): Covers accounting records, financial statements (individual and group), directors' reports, annual returns, and the auditing of financial statements and reports.

• Corporate Actions and Dissolution (Parts XXIV, XXXIII, XXXIV, XXXV): Outlines provisions for company takeovers, compromises, arrangements, reconstructions, amalgamations, and the dissolution and restoration of companies to the Register.

• Registrar and Foreign Companies (Parts XXXI, XXXVII): Defines the functions of the Registrar of Companies and the registration and regulation of foreign companies.

• Supplementary Provisions (Part XLII): Grants the Cabinet Secretary power to make regulations.