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{
    "id": 570560,
    "url": "https://info.mzalendo.com/api/v0.1/hansard/entries/570560/?format=api",
    "text_counter": 240,
    "type": "speech",
    "speaker_name": "Hon. Oyugi",
    "speaker_title": "",
    "speaker": {
        "id": 444,
        "legal_name": "Augostinho Neto Oyugi",
        "slug": "augostinho-neto-oyugi"
    },
    "content": "The other clause that is very interesting says that company directors will be allowed to bind the company. That did not exist in the previous regime. Companies could not be bound directly by the directors. Right now, it is not compulsory for companies to have a seal; a seal is required in various circumstances. In the current legislation, Cap. 486, any transaction by any company has to be under the seal of the company. When we say that it is not compulsory for a company to have a seal unless it has specific seals to transact outside Kenya, I think that will be a totally different regime that this law envisages. Under Clause 49, companies are allowed to change their names by a special resolution of the members. I think that is a specific interesting thing that you can now change the name of a company. One thing that I find very strange is the reference under Clause 35 to names that are offensive. I do not understand what an offensive name will mean; I think it will be very dangerous to have a clause that says you cannot have names that are offensive. That is one of the things that we need to relook at. The other thing is the ability of the company to convert itself into a private, public or a company limited by shares. This provision gives the companies very good latitude, so that you will not have to make fresh applications if you want to become a private company or a company limited by guarantee, or one which is just limited. Clauses 69 to 91 are very useful in terms of the company’s regime and give various companies a lot of latitude in changing the form they want to operate in. That is an important provision. Clause 93 speaks to lifting the company’s veil, which means that a company will be required to have a list of its membership, which will be available to anyone to look at. This is what was called “the veil of a company” under the last regime. Ordinarily, a company may be operating and you might not know who is behind it, or who is the director of the company. Clause 97 speaks to what is supposed to be made public to you, unless in the opinion of a court your reasons for looking for the membership of the company have ulterior motive, or are not specific and the court can then refuse permission. But, the fact that you can go and find the list of members in terms of who is the director and who are the members from the company’s registry is good for business, because then you know who you are dealing with. If someone has been barred from doing business, for example, you will be able to see what sort of persons you are dealing with, because the list of the membership of the companies will be very easily available. Hon. Temporary Deputy Speaker, Clause 114 of this Bill is very important. It gives rights to members of the companies. Earlier on, you had directors who were autocratic, and who just operated without bothering about membership of the company. In this Bill, if it goes through, members will have certain rights and those rights will be properly enshrined in law. That is The electronic version of the Official Hansard Report is for information purposesonly. A certified version of this Report can be obtained from the Hansard Editor."
}