PROCEDURE FOR MAKING RESOLUTION BY A COMPANY IN KENYA.
LAW APPLICABLE
- The constitution of the republic of KENYA
- THE COMPANIES ACT, 2015.
Among others
- A resolution can be defined as the decision taken by a company during its meetings.
- It is a formal way in which a company through its members makes decisions during company meeting which bound the company.
- Most of the decision binding company needs to be made by resolution subject to the articles of association of the company in issue.
- We have about two types of company resolutions namely.
- Ordinary resolution, this is a decision passed by a simple majority of company members during extra Ordinary meetings or Annual General Meeting.
- A special resolution a decision passed by three quarters of the company members during extra Ordinary meetings or Annual General Meeting, instances where this kind of resolution is required are provided for under the companies Act i.e. reducing nominal share capital of a company.
- However there is a third type of resolution in practice called Board resolution, this decision is reached by directors of a company during company board meetings.
- For the resolution to be valid it must be properly convened as per the articles of association of the company in issue.
Below is how company may pass a resolution in KENYA.
- The directors or members should request for a company meeting which may be extra ordinary meeting, annual general meeting or board meeting.
- The company secretary should call for the company meeting through notices sent to members within the prescribed time depending on the type of meeting as per the Articles of Association of the company in issue.
- The notices to members should spell out the agenda, time and venue of the meeting.
- Company member will have to attend as per the notice sent out to them.
- The managing director or chairman board of directors if not in position to read out the agenda, he or she may call out the company secretary to read out the agenda.
- Company members in attendance should record their attendances either by way of writing on attendance list or machine.
- During this meeting whether extra ordinary or annual general meeting issues should be raised.
- When issues are raised at the meeting members should propose the way forward.
- Members in the meeting are required to pass a resolution on the issues raised by way of voting as per their voting rights provided for in the Articles of Association.
- As earlier said, some company issues may need a special resolution to be passed. In case of special resolution at least three quarters of the company with voting rights members should vote for or against the proposals raised.
- During the company meeting, company secretary should take minutes of the meeting.
- After voting, the resolution should be reduced in writing where members/directors are supposed to sign against their particulars.
- The company secretary is supposed to extract copies of the resolution from the minutes have it signed.
- The copies of the resolution should be taken to REGISTRAR OF COMPANIED for fees assessment after which fees should be paid in the bank as directed by assessing officer.
- Attach payment slip on the copies of the resolution and submit them to Registrar of companies for registration of the same within 14 days from the date the resolution is passed.
- At the time of submitting ask when to collect your registered copies.
- Return on the date you are told to pick your company filed copies.
Author is A regional transactions legal consultant (ADVOCATE) at NOA REGIONAL ASSOCIATED ADVOCATES AND LEGAL CONSULTANTS.
Email address: onlinetransactionconsultancy@gmail.com.
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NOTE: whereas the author has made necessary efforts to ensure the accuracy of
this post, it is not intended to provide specific legal advice to a particular
individual as individual situations may differ.
For specific technical / legal transaction advice on this subject matter and related subject, you may contact the author at online consultancy fee, or contact any transaction legal consultant of your choice.
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