Companies Act

88. Statement of capital required if company already has share capital

Edition: 2024-12-27 · In force

88. Statement of capital required if company already has share capital

(1)If, in the case of a company whose conversion has been registered under section 87, the company has already allotted share capital, it shall, within fourteen days after the registration, lodge with the Registrar a statement of capital that complies with subsection (3).

(2)Subsection (1) does not apply if the information that would be included in the statement has already been included in a notice lodged with the Registrar in—

(a)a statement of capital and initial shareholdings; or

(b)a statement of capital contained in an annual return.

(3)A statement of capital complies with this subsection if it states with respect to the company's share capital on registration of the conversion—

(a)the total number of shares of the company;

(b)the aggregate nominal value of those shares;

(c)for each class of shares—

(i)the prescribed particulars (if any) of the rights attached to the shares;

(ii)the total number of shares of that class; and

(iii)the aggregate nominal value of shares of that class; and

(d)the amount paid up and the amount (if any) unpaid on each share, whether on account of the nominal value of the share or in the form of a premium.

(4)If a company fails to comply with subsection (1), the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding two hundred thousand shillings.

(5)If, after a company or any of its officers is convicted of an offence under subsection (4), the company continues to fail to lodge a statement of capital with the Registrar, the company, and each officer of the company who is in default, commit a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding twenty thousand shillings for each such offence.

Division 6 — Conversion of public company into unlimited private company with share capital

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Source: Kenya Law