ADVOKS GLOBAL · KENYA
Companies Act
453. Resolution approving off-market purchase: disclosure of details of contract
Edition: 2024-12-27 · In force
453. Resolution approving off-market purchase: disclosure of details of contract
(1)This section applies to a resolution passed by a company to confer, vary, revoke or renew an approval to make a purchase under section 451.(2)The company shall ensure that a copy of the relevant contract (if it is in writing) or a memorandum setting out its terms (if it is not in writing) is made available to its member of the company—(a)in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to the member;(b)in the case of a resolution passed at a meeting, by being made available for inspection by members of the company both—(i)at the company's registered office for not less than fourteen days ending with the day before the date of the meeting; and(ii)at the meeting itself.(3)The company shall include in a memorandum of contract terms that are made available to the members of the company the names of the members holding shares to which the contract relates.(4)The company shall attach to the copy of the contract made available to the members of the company a written memorandum specifying such of those names as do not appear in the contract itself.(5)A resolution to which this section applies is not validly passed if the requirements of this section are not complied with.