ASSIGNMENT

SOMALILAND CORPORATE ACTS

undistributable reserves” has the meaning given in section 112 (3) of this Law.

(2) Any provision of this Law overriding or interpreting a company’s articles shall, except

as provided by this Law, apply in relation to articles in force at the commencement of this

Law, as well as to articles coming into force thereafter, and shall apply also in relation to

acompany’s memorandum as it applies in relation to its articles.

Section 3 - Register of Companies

There shall be kept bythe registrar a record called “the Register of Companies” wherein

shall be entered all the matters prescribed by this Law. up, whether that period is a year or not;

“foreign company” means a company incorporated elsewhere than in Somaliland which

after the commencement of this Law or before that commencement, establishes or has

established a place of business in Somaliland;

“limited company” means a company limited by shares or a company limited by

guarantee;

“memorandum” means the memorandum of association of a company as generally framed

or as altered from time to time;

“minimum subscription” has the meaning assigned to it by subsection (2) of section 43 of

this Law.

“officer” in relation to a body corporate, includes a director, manager or secretary;

“public company” and “private company” have the meaning given by section 4 (3) of this

Law, unless the context otherwise requires;

“prospectus” means any prospectus, notice, circular, advertisement or other invitation,

offering to the public for subscription or purchase any shares or debentures of a company;

“registrar of companies” and the “registrar” mean the registrar of companies or other

officer2performing under this Law the duty of registration of companies in Somaliland;

“share” means share in the share capital of a company and includes stock except where a

distinction between stocks and shares is expressed or implied. Shares represent a

shareholder’s ownership of a company;

“statutory meeting” means the meeting required to be held by subsection (1) of section
140 (1) of this Law;

“statutory report” has the meaning assigned to it by subsection (2) of section 140 of this

Law;

“undistributable reserves” has the meaning given in section 112 (3) of this Law.

(2) Any provision of this Law overriding or interpreting a company’s articles shall, except

as provided by this Law, apply in relation to articles in force at the commencement of this

Law, as well as to articles coming into force thereafter, and shall apply also in relation to

acompany’s memorandum as it applies in relation to its articles.

Section 3 - Register of Companies

There shall be kept bythe registrar a record called “the Register of Companies” wherein

shall be entered all the matters prescribed by this Law.

up, whether that period is a year or not;

“foreign company” means a company incorporated elsewhere than in Somaliland which

after the commencement of this Law or before that commencement, establishes or has

established a place of business in Somaliland;

We“limited company” means a company limited by shares or a company limited by

guarantee;

“memorandum” means the memorandum of association of a company as generally framed

or as altered from time to time;

“minimum subscription” has the meaning assigned to it by subsection (2) of section 43 of

this Law.

“officer” in relation to a body corporate, includes a director, manager or secretary;

“public company” and “private company” have the meaning given by section 4 (3) of this

Law, unless the context otherwise requires;

“prospectus” means any prospectus, notice, circular, advertisement or other invitation,

offering to the public for subscription or purchase any shares or debentures of a company;

“registrar of companies” and the “registrar” mean the registrar of companies or other

officer2performing under this Law the duty of registration of companies in Somaliland;

“share” means share in the share capital of a company and includes stock except where a

distinction between stocks and shares is expressed or implied. Shares represent a

shareholder’s ownership of a company;

“statutory meeting” means the meeting required to be held by subsection (1) of section

140 (1) of this Law;

“statutory report” has the meaning assigned to it by subsection (2) of section 140 of this

Law;

KENYA CORPORATE ACTS

The NewCompanies Act 2015 Has Come into Operation In Kenya

By Richard Harney, Managing Partner ofBowman Gilfillan Africa Group’s Coulson

Harney Office In Nairobi, Kenya.

Introduction

Many people will now be aware that Kenya has embarked on its long overdue

transition to modern company and insolvency laws with the recent enactment of the

new Companies Act, 2015 and the Insolvency Act, 2015. The purpose of this article is

to highlight some of the main changes (and challenges) that will come with the new

Companies Act, 2015 (New Act).

The New Act has drawn heavily on the Companies Act, 2006 of the United Kingdom.

At 1,026 sections running to over 1,600 pages (without schedules) the New Act is by

far the most extensive piece of legislation on the statute books in Kenya. By

comparison, the old Companies Act (Cap 486) had 406 sections covering 270 pages

(which included a regime for corporate insolvency); the 2010 Kenya Constitution has

just 260 sections (without schedules). The scale of the new law is monumental. The

comprehensiveness of its provisions will require a great deal of adjustment.

The UK Companies Act 2006 took more than three years to implement. Kenyans have

been allowed just nine months to prepare themselves of the new regime. In many

instances effective implementation will depend on the introduction of subsidiary

legislation by the“Cabinet Secretary for the time being responsible for matters relating

to companies” (Cabinet Secretary).These will have to be drafted. The institutions to

support the implementation of the New Act will need to be set up, or reformed from

their current operations under the old Act. Individuals will require a significant amount

of training in order to be able effectively to administer the requirements of the New Act.
Transition to The Companies Act, 2015

For the time being the ‘old’ Companies Act, Cap 486, will continue to operate until the

corresponding or new provisions of the Companies Act, 2015 come into force through

legal notices prepared by the Cabinet Secretary in the Kenya Gazette. The Sixth

Schedule of the New Act contains comprehensive Transitional and Savings

provisions.Many parts of the New Act have been brought into force during recent

weeks and the Companies Regulations 2015 are now also effective.