ADVOKS GLOBAL · KENYA
Insurance Act
25. Requirements as to capital structure and voting rights
Edition: 2023-12-11 · In force
25. Requirements as to capital structure and voting rights
(1)No insurer being a company limited by shares shall be license to carry on insurance business unless he satisfies all the following conditions—(a)that the capital of the insurer may consist of—(i)in the case of a new company, ordinary shares each of which has a single face value with voting rights and shall be irredeemable, and non-cumulative preference shares; and(ii)in the case of existing insurers, in addition to the capital in subparagraph (1), subordinated loans as may be approved by the Authority, share premiums, reserves and any other form of capital as may be determined by the Authority from time to time.(b)that, except during any period not exceeding one year allowed by the company for payment of calls on shares, the paid up amount is the same for all shares, whether existing or new:Provided that the conditions specified in this subsection shall not apply to an insurer who has, before the commencement of this Act, issued shares other than ordinary shares each of which has a single face value, or shares the paid up amount whereof is not the same for all of them, for a period of three years from that commencement.(1A)The capital provided under subsection (1)(a) shall not rank in priority to policyholders' interest at the time of liquidation.(2)Notwithstanding anything to the contrary contained in any law for the time being in force or in the memorandum or articles of association of an insurer referred to in subsection (1), but subject to the other provisions of this section, the voting rights of every shareholder of the insurer shall in all cases be strictly proportionate to the paid up amount of the shares held by him.(3)No insurer shall after the commencement of this Act be newly licensed for carrying on any class of insurance business if he has issued shares other than ordinary shares of the nature specified in subsection (1).(4)Subject to the other provisions contained in this Act, but notwithstanding anything contained in the Companies Act (Cap. 486), or in the memorandum or articles of association of an insurer referred to in subsection (1), no insurer shall, except with the prior written approval of the Commissioner, register the transfer of any shares where the transfer has the effect of reducing the proportion of share holding of citizens of Kenya in the insurer required by section 22 or 23.