ADVOKS GLOBAL · KENYA
Companies Act
114. Effect of provisions of articles relating to enjoyment or exercise of rights of members
Edition: 2024-12-27 · In force
114. Effect of provisions of articles relating to enjoyment or exercise of rights of members
(1)This section applies to a provision in the articles of a company that enables a member to nominate another person or persons to enjoy or exercise all or any specified rights of the member in relation to the company.(2)So far as is necessary to give effect to a provision of a company's articles to which this section applies—(a)anything required by or under this Act to be done by or in relation to a member of the company is instead to be done; and(b)anything authorised by or under this Act to be done by or in relation to a member of the company may instead be done, by or in relation to the nominated person as if that person were a member of the company.(3)This section applies to the following rights—(a)the right to be sent a proposed written resolution;(b)the right to require circulation of a written resolution;(c)the right to require directors to call a general meeting;(d)the right to receive notices of general meetings;(e)the right to require circulation of a statement;(f)the right to appoint a proxy to act at a meeting;(g)the right to be sent a copy of the company's annual financial statement and reports; and(h)if the company is a public company, the right to require the circulation of a resolution for the annual general meeting of the company.(4)This section does not—(a)confer rights enforceable against the company by anyone, other than the member; or(b)affect the requirements for an effective transfer or other disposition of the whole or part of a member's interest in the company.