ADVOKS GLOBAL · KENYA
The Capital Markets (Collective Investments Schemes) Regulations, 2023
153. Resolution to amend incorporation documents (company)
Edition: 2023-12-15 · In force
153. Resolution to amend incorporation documents (company)
(1)The incorporation documents of a company may be amended by an extraordinary resolution and, in the case of a provision required to comply with paragraphs 3(1) or 4(1)(b) or 4(1)(d) of Second Schedule to these Regulations, may only be amended by an extraordinary resolution unless the amendment is to a provision required to comply with paragraph 4(1)(d) of Second schedule to these Regulations and is made solely to reflect the introduction of a new sub-fund.(2)Notwithstanding subregulation (1), an amendment to the incorporation documents of a company that relates to a particular class of shares or particular classes and does not relate to a provision required to comply with paragraph 3(1) of Second Schedule and does not prejudice the shareholders of any other class may be made by an extraordinary resolution passed at a class meeting or class meetings.(3)Except where in accordance with subregulation (1), an amendment to the incorporation documents may be made by an extraordinary resolution of the directors where—(a)the incorporation documents provide for amendment to be made in such manner; and(b)the amendment is required solely—(i)to implement any change in the law, including a change brought about by an amendment of the Act or these Regulations;(ii)as a direct consequence of any such change;(iii)to change the name of the investment company;(iv)to remove from the incorporation documents obsolete provisions;(v)to make any other change to the incorporation documents which the directors consider does not involve any shareholder or potential shareholder in any material prejudice; or(vi)it would not introduce or affect any provision relating to the descriptions of the transferable securities in which the assets under management may be invested unless it is required solely to reflect the introduction of a new sub-fund.