Companies act, 2015 memorandum and articles of association of. The regulation of table a in the first schedule to the companies act hereinafter called table a shall apply to this company as its articles of association. In these articles, unless the context requires act means the companies act cap 110 and every. The regulations in table c in the first schedule of the companies act, cap 212 of 2002 shall not apply to the institute, except so far as the same are repeated in these articles. Memorandum of association and articles of association sjvn limited formerly satluj jal vidyut nigam limited a joint venture of govt. For the purpose of this paragraph, the term security means the mortgaging, encumbrance, pledging, assignment or in any other way creation of any rights or priorities in favour of any person on the whole or part of the undertaking, the property, the assets, the book debts, the rights, the choses in action, the receivables, the present and future income and the uncalled capital of the company. Fourth schedulemodel articles for private companies limited by shares regulation 82, l. The registered office of the association will be situate in kenya. Amendments how can the constitution be changed who proposes changes how are the changes proposed what are the voting requirements to change the constitution. Model articles for private companies limited by shares. Memorandum and articles of association the case centre. Model articles for private companies limited by shares gov. Associations registration and incorporation bill, 2015. Sample constitution how will the organization function.
Ordinary general meeting held on 01082017 altered the provisions of its memorandum of association with respect to its objects and complied with the section 1 of the companies act, 20. The republic of kenya shall be a multiparty democratic state. Types of model articles of association a limited company can have, including older versions of table a from previous company legislation. Notification of directors residential address form cr8. Company registration form kenya investment authority. It is crucial to understand the difference between memorandum of association and articles of association, and the contents of each document as explained above. The association s funds or any profits may only be used for purposes corresponding to the articles of association. The members shall not receive any shares in the profits and, in their capacity as members of the association, also no other allocations from the association s funds.
It can be used either during the formation of a company, or can be adopted by the company in accordance with its current articles. Memorandum and articles of association swire pacific limited. Deleted and moved under the articles by virtue of section 26 of the companies act 2015 4. The articles of association of most companies incorporated prior to 1 october 2009 particularly small companies are table a, or closely derived from it. Sample articles of association the companies act cap 486 laws of kenya company limited by shares. Definition of a company a company is a corporation an artificial person created by law.
Private companies limited by shares business registration service. I hereby certify that the said special resolution together with the copy of the memorandum of association as altered has this day been registered. This is a consolidated version of the memorandum and articles of association of miramar hotel and. Incorporated the 28th march 2008 speechly bircham llp solicitors 6 andrew street london ec4a 3lx. The objects for which the society is established, 4. Each holder of registered share whose place of address is not in kenya may from time to time notify in writing to the company an address in kenya, which shall be deemed to be his registered place of address within the meaning of the preceding clause. Deleted and moved under the articles by virtue of section 26 of the companies act 2015 2. Ija, and thereby to be subject to the general supervision and control of the ija.
The memorandum and articles of association are essential in directing the company in its activities and preventing conflicts among the members of the company and outsiders. The legal justification for this rule is that since the companys public documents in its file at the companys registry are available there for inspection by any interested member of the public he should have gone to the registry asked for the companys file, inspected the contents and having found the memorandum of association read the. Memorandum and article of association is a crucial document that is part of the requirements to register a limited company in kenya. The share capital of the company is kenya shillings four billion kshs. Memorandum and articles of association template free pdf or word download. Memorandum and articles of association template free pdfword. Division i articles of association 20regulations may prescribe model articles. The operations of the company shall be consistent with the kenya communications act 1998, the kenya communications regulations 2000 and the laws of kenya and if any resolution shall be in conflict with the said acts the communications commission of kenya shall the right to overrule, vary or nullify the same.
Memorandum of association and article of association. How will the organization spend money who will be responsible for overseeing the budget article viii. To table the proxies and note the presence of a quorum. In the united kingdom, model articles of association, known as table a have been published since 1865. Articles of association for a private company limited by shares ltd this document is an articles of association that may be used by a private company limited by shares. Sign up for our special content and email newsletters to. The companys registered office is to be situated in england and wales. When registering a company in kenya, it is a requirement that you prepare a company memorandum and articles of association. These are legal documents that contain various information on the reason why the company is being formed.
Drafting of memorandum of association generally, the memorandum should contain the following parasclauses. Model articles of association for limited companies gov. The public seal of kenya shall be such device as may be prescribed by or under an act of parliament. The documents are divided into two parts which are memorandum and article of association. Articles of association if those provided in the regulations have not been adopted. The articles of association of the defendant company provided that the directors may, with the sanction of the company at a general meeting, declare a dividend to be paid in cash to the members. This model articles of associationis the model articles prescribed in schedule 2 of the companies model articles notice cap. If he shall not have named such an address he shall. Model articles of association for companies incorporated on or after 28 april 20.
An act of parliament to make provision for the registration and incorporation of associations the governance, financial accountability and other matters relating to the rules and membership of associations registered under. The name of the association is african securities exchanges association. Deleted and moved under the articles by virtue of section 26 of the companies act 2015 3. Kenya airways plc notice is hereby given that the 41st annual general meeting of the company will be held at pride centre, off airport north road nairobi on friday, 22nd september 2017 at 11. Instead of paying cash dividend to the shareholder, an ordinary resolution was. Articles of association for a private company limited by. The operations of the company shall be consistent with the kenya communications act 1998, the kenya communications regulations 2000 and the laws of kenya and if any resolution shall be in conflict with the said acts the communications commission of kenya. Sample article of association ecitizen gateway to all government. Difference between memorandum of association and articles. Memorandum and articles of association of bats trading. Names, addresses, occupations of the governors, council by the rules of the society, management of its affairs is entrusted. Instead of paying cash dividend to the shareholder, an ordinary resolution was passed to give them debenture bonds.
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