1. THE COMPANIES (GENERAL) REGULATIONS, 2015 AN OVERVIEW Presented By JAMES NDUNA

2. PART I- PRELIMINARY PROVISIONS  Part I introduces The Companies (General) Regulations, 2015.  It provides for the commencement date and statutory forms to be used by the Companies Act No. 17 of 2015.  It also provides for the definitions under these regulations.

3. PART II- COMPANIES AND COMPANY FORMATIONS  This part provides for additional documents required by the Registrar for submission during the formation and registration of Companies. These documents include, a copy of the directors KRA PIN, a copy of their National I.D or Passport and a passport photo.  This part also provides for the Model Articles for public,private and companies limited by guarantee which are prescribed in the Third, Fourth and Fifth schedule respectively which the company may adopt.

4. PART III - COMPANY NAMES  This provides that if a name in the opinion of the Registrar is connected with a public authority, the Registrar shall require the applicant to seek authority from the said public authority.  Its also provides for the permitted characters, signs, symbols (including accents and other diacritical marks).

5. CHARACTERS  A À Á Â Ã Ä Å Ā Ă Ą Ǻ Æ Ǽ B C Ç Ć Ĉ Ċ Č D Þ Ď Đ E È É Ê Ë Ē Ĕ Ė Ę Ě F G Ĝ Ğ Ġ Ģ H Ĥ Ħ I Ì Í Î Ï Ĩ Ī Ĭ Į İ J Ĵ K Ķ L Ĺ Ļ Ľ Ŀ Ł M N Ñ Ń Ņ Ň Ŋ O Ò Ó Ô Õ Ö Ø Ō Ŏ Ő Ǿ O E P Q Ŕ Ŗ Ř S Ś Ŝ Ş Š T Ţ Ť Ŧ U Ù Ú Û Ü Ũ Ū Ŭ 265 Ů Ű Ų V W Ŵ Ẁ Ẃ Ẅ X Y Ỳ Ý Ŷ Ÿ Z Ź Ż Ž & @ £ $ € ¥

6. PUNCTUATION  Apostrophe ‘ ’ '  Bracket (parenthesis) ( ) [ ] { }  Exclamation mark !  Guillemet « »  Inverted comma “ “ “  Question mark ?  Solidus \ /

7. SIGNS AND SYMBOLS  *; =; #; %  The Regulations also provide for the digits 0,1,2,3,4,5,6,7,8, or 9 to be used as part of the company.

8. COMPANY NAMES cont…..  The regulations provide for circumstances in which a company name will not be registered. These instances include:-  The name being similar to another registered company, BN,LLP or Partnership or body corporate established under a written law  Similar to another registered entity only by addition of the name of a place, locality or region within Kenya.  Identical or resembling a reserved name  Identical or resembles a company or LLP that has been dissolved or struck off

9. COMPANY NAMES cont…..  The Registrar believes on reasonable grounds that its use would involve the commission of a criminal offence or the name is offensive or undesirable.

10. Criteria for determining offensive and undesirable names  The name includes co-operative, society or trade union  The name suggests an acronym that will render its use vague or uncertain  Name includes a registered trade mark unless the owner of the trade mark has provided consent  Name suggest an association or patronage to the State, or its agencies, a county government, foreign government, embassy, high commission or consulate  The name may be offensive to members of a particular community, ethnic or racial group

11. CONSENT  A company may be registered by a proposed name that is similar to an existing company or a name already reserved provided that consent from the existing company and/or promoters of the proposed company is provided

12. PART IV - DISPLAY  This part provides that a company should display continuously its registered name at its registered office and every business venue of the company.  Its name should also appear in all communication documents, any transaction instruments and any website if the company.

13. PART V PROVISIONS RELATING TO DIRECTORS  It deals with disclosure of information concerning the directors of a company. Such disclosure includes:  Disclosure of directors’ remuneration and other benefits payable for directors services  Disclosure for loans, quasi loans and other dealings in favour of directors  Directors material interests in transactions, arrangements or contracts  Directors protection from liability

14. PART VI FURTHER REQUIREMENTS FOR DIRECTORS REPORTS  A directors report is the report required to be prepared under section 653 of the companies act 2015  A director’s report should include the following:  Details of director’s interests  It should give details of certain donations made by the company  If the report is for the financial year it is required to state the total amount of the donations

15.  FURTHER REQUIREMENTS FOR DIRECTORS REPORTS cont…..  Reasons for the resignation of a director  Permitted indemnity provision details  Material interests in transactions arrangements or contracts details  This part also deals with shares and debentures issued by a company during the financial year and equity linked agreements

16. PART VII - DISQUALIFICAITON OF DIRECTORS This part requires that if the statement of proposed officers lodged with the Registrar under Section 16 of the Act relates to a person who is subject to a disqualification order or a disqualification undertaking disqualifying the person from being a director or secretary of a company, the applicant for registration of the company shall attach or enclose an additional statement giving such information about that person.

17. PART VIII SHARE CAPITAL OFCOMPANY  Provides for information to be included in a return on allotment of shares which include:-  The number of share allotted  The amount paid and amount (if any) unpaid on each allotted share  Whether the shares are allotted as fully or partly paid up other than in cash

18. PART IX CONTENTS OF ANNUAL RETURN AND DOCUEMTNS TO ACCOMPANY ANNUAL RETURNS  This provides for information to be included in a companies Annual Return in addition to those provided for in section 706 of the Companies Act. Furthermore it provides for different information to be provided in the case of public companies on one hand and private companies on the other.  However the form for Annual Return has not been drafted yet since the part of the Act providing for Annual Returns will commence in the Second Phase of implementation of the Act.

19. PART X COMPANY CHARGES  This part contains the rules relating to particulars of charges to be registered with the registrar including particulars of charges of existing property acquired by a company.  The particulars to be registered with the Registrar include, the date the charge is created, the amount secured by the charge and the person entitled to the charge.

20. PART XI COMPANY COMMUNICATIONS PROVISIONS  This part provides for rules regulating the sending and supply of documents and information:  To a company  By a company  By one company to another  The rules also provide for the right to require a company to provide hard copy versions by a company member or a debenture holder. It also provides for authentication of documents and information for circumstances where it may be deemed that documents and information have been sent or supplied by a company

21. UPDATE ON IMPLEMENTATION OF THE COMPANIES ACT, 2015  The Companies Act,2015 was commenced in two phases. The first phase commenced on……… 2015 and the second phase on ………2016 therefore the whole Act is in force.  Recently a joint working group was formed by the BRS Board. The working group was divided into three working streams.

22.  The first working stream was dealing with proposed amendments to the Companies Act and the Regulations.  The Second group was tasked with coming up with forms not already gazetted, reviewing the existing forms and drafting practice notes.  The third group was to draft regulations.

23.  The teams handed over their work the Hon. Attorney General and the next step is implementation of the recommendations done by the teams.  Section 975 (2) of the Companies Act has also been amended. The section will come into operation on 1 st July 2017.

24.  THE END