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{
    "id": 570463,
    "url": "https://info.mzalendo.com/api/v0.1/hansard/entries/570463/?format=api",
    "text_counter": 143,
    "type": "speech",
    "speaker_name": "Hon. Chepkong’a",
    "speaker_title": "",
    "speaker": {
        "id": 1154,
        "legal_name": "Samuel Kiprono Chepkonga",
        "slug": "samuel-kiprono-chepkonga"
    },
    "content": "Companies by saying “the Office of the Registrar of Companies is hereby established” to make it very clear that that office has been established in the Bill. The Bill also proposes to make express provisions on derogative actions. The Bill makes it possible for a shareholder of a company to take action in respect, of a course, of action vested in the company. One can seek relief on behalf of the company, especially where the directors are negligent or are not willing to take action. Shareholders are now being empowered. Directors can no longer sit in a dark corner and make decisions that adversely affect the company without being challenged. Shareholders will have a right to take them to court. These provisions will enhance corporate governance. The provisions are contained in Clauses 241-245. Aspects of Treasury shares are contained in Clauses 535-545 of the Bill. These provisions make it possible for companies to purchase their own shares through the medium of Treasury shares and stocks. The acquisition is made through a regulated market. However, they must not exceed 10 per cent of the aggregate nominal value of the company. They are usually used for purposes of employee share option schemes. They have no voting rights. The doctrine of ultra-vires has now been ameliorated. Companies can be incorporated to conduct any lawful business. Third parties dealing with a company are not, therefore, required to vet a company’s Memorandum of Association to determine whether the company has power to carry out the transaction that the parties are dealing with. All those provisions are contained in this Bill. Once this Bill becomes law, one will not need to find out whether a company has the power to borrow or not. If they decide to just register the company and deal with that company in accordance with the proposed law, members of the public and shareholders will be able to deal with the company without necessarily going to seek a resolution. Similarly, third parties will not be required to enquire whether any necessary resolutions have been passed to enable the company to enter into any particular transaction. With those remarks, I beg to move and request the Leader of the Majority Party to Second."
}