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{
    "id": 572973,
    "url": "https://info.mzalendo.com/api/v0.1/hansard/entries/572973/?format=api",
    "text_counter": 149,
    "type": "speech",
    "speaker_name": "Hon. Oyugi",
    "speaker_title": "",
    "speaker": {
        "id": 444,
        "legal_name": "Augostinho Neto Oyugi",
        "slug": "augostinho-neto-oyugi"
    },
    "content": "One of the most important clauses in this Bill is Clause 781, which gives the members of the companies power to apply to court if they think, for example, that the directors are being oppressive or if the company is being run in a manner that is being prejudicial to the reasons for which the company was created. This particular provision under Clause 781 presupposes that you are not going to let your company go under, be misused or let the directors be oppressive. You already have powers in hand well in advance for the courts to give you direction in terms of how you think the company should be progressive. Another important provision is the power of the courts to appoint inspectors to look at the conduct of the companies. Most of our companies have gone under simply because they have been run differently. Often times, until the companies have gone under, is when you have the PIC. Under Clause 787, the courts are allowed to appoint inspectors. Those inspectors are allowed to investigate into the affairs and the conduct of the companies. This is going to ensure that it is not going to be at the tail end of the investigation or until the company has had fraud committed on its part by the various directors for investigations to be conducted. It is also agreed that if, for example, a company is engaging in a wrongful conduct or has been fraudulently formed or formed for unlawful purposes, you can seek court orders to use the inspectors to investigate the conduct. The last clause I would like to talk about is Clause 895 of the Bill. The clause says that there is a provision on how dissolution of companies is going to happen. The Registrar is required to give notification to the various companies that he seeks to dissolve. If there is no response from the various companies within one month of the Registrar writing to them, a second letter is anticipated from the Registrar of Companies. If that gets no further response, then the Registrar is given authority and power to write the company stands so dissolved. This Bill, as it stands, creates a different regime. If it is passed and becomes law, it is going to radically change the shift in how companies are run in Kenya. It speaks to the fact that you are able to convert the various companies from private to public and you can also have a conversion from public to private company. It also speaks to the fact that it is possible to have only natural persons as members or directors of companies. It also speaks to the fact that directors can now be held liable for acts that they do with regard to the companies and can be surcharged."
}