ADVOKS GLOBAL · KENYA
Companies Act
354. Public companies: allotment if issue not fully subscribed
Edition: 2024-12-27 · In force
354. Public companies: allotment if issue not fully subscribed
(1)A public company shall not allot shares of the company offered for public subscription unless—(a)the issue is subscribed for in full; or(b)the offer is made on terms that the shares subscribed for may be allotted—(ii)if specified conditions are made and those conditions are satisfied.(2)If shares are prohibited from being allotted by subsection (1) and forty days have elapsed since the offer was first made, the company shall, without delay but without interest, repay all money received from applicants for shares.(3)If any of the money is not repaid within forty-eight days after the offer was first made, the directors of the company are jointly and severally liable to repay it, with interest at the prescribed rate from the end of the forty-eighth day.(4)A director who proves that the default in the repayment of the money was not due to the director's misconduct or negligence is not liable under subsection (3).(5)This section applies in the case of shares offered as wholly or partly payable otherwise than in cash as it applies in the case of shares offered for subscription. In that case—(a)a reference in subsection (1) to subscription is modified accordingly;(b)a reference in subsections (2) and (3) to the repayment of money received from applicants for shares includes—(i)the return of any other consideration so received (including, if the case so requires, the release of the applicant from any undertaking); or(ii)if it is not reasonably practicable to return the consideration, payment of money equal to its value at the time it was so received; and(c)a reference to interest applies accordingly.(6)Any condition requiring or binding an applicant for shares to waive compliance with any requirement of this section is void.