304
[ESTABLISHING A BUSINESS ENTITY IN KENYA]
dated and be signed by each subscriber to the articles. (c) A statement of capital and Initial shareholding in the case of a company limited by shares (d) A statement of guarantee in the case of a company limited by guarantee (e) A statement of the company’s proposed officers The Memorandum of Association basically communicates the intention to form a company under the Act, and it should state that the said parties agree to be members of the company. This Memorandum must be authenticated by each of the parties that express their wish to form the company. Section 13 of the Companies Act contains provisions as to the required registration documents where a person shall be required to lodge with the Registrar an application for registration, a memorandum of association, and Articles of Association. The Application for registration will be deemed to be sufficient if it states: (a) The proposed name of the company- the provisions (b) The proposed location of the registered office of the company. (c) Whether the liability of the members of the company is to be limited and, if so, whether it is to be limited by shares or by guarantee. In the case of a company limited by shares, one is required to file a statement of capital and initial shareholding, whereas in the case of a company limited by guarantee, a statement of guarantee will be required. (d) Whether the company is private or public.
In the case of a subsidiary undertaking that is to have a share capital, the statement of capital and initial shareholdings shall be required to state the following: (a) The total number of shares to be taken on formation by the subscribers to the memorandum of association. (b) The aggregate nominal value of the shares (c) The rights of each class of shares, their nominal value and the total number of such shares in each class (d) The amount to be paid up and the amount to be unpaid on each share In the case where the subsidiary undertaking is to have been limited by guarantee, it will require a statement of guarantee that states that each member undertakes, if the company is liquidated while the person is a member or within twelve months after the person ceases to be a member, to contribute to the assets of the company such amounts as may be required for (a) Paying the debt and liabilities of the company contracted before the person ceases to be a member, (b) Paying the costs, charges and expenses of liquidation; and (c) Adjusting the rights of the contributories themselves The statement of proposed officers should contain the particulars of the person(s) proposed to be directors, the secretary in the case of a public company and any other person authorized to be a signatory of the company. This should be accompanied by the consent of each of the persons proposed as officers. Upon the fulfilment of the above and payment of the requisite fees, the Registrar shall then register the company and issue it a certificate of incorporation. The certificate of registration will
ILN Corporate Group – Establishing a Business Entity Series
Made with FlippingBook Ebook Creator