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{
    "id": 572985,
    "url": "https://info.mzalendo.com/api/v0.1/hansard/entries/572985/?format=api",
    "text_counter": 161,
    "type": "speech",
    "speaker_name": "Hon. Katoo",
    "speaker_title": "",
    "speaker": {
        "id": 199,
        "legal_name": "Judah Katoo Ole-Metito",
        "slug": "judah-ole-metito"
    },
    "content": "Currently, the way it is - I am not talking of the official seal of the company within Kenya - will now allow companies to have the official seal for use outside Kenya. Currently, what you have to specify if you are operating outside Kenya is the location, address, the street and country where you operate from. But now with the official seal that can be allowed to be used outside the country for authentication of its own document; when a company is executing any transaction that is very important and it is in line of promoting regional business integration. If you have a company which operates within five states in East Africa, then you have an official seal that you can use outside Kenya. This is the same seal that you can use in all the five countries for authentication of business documents. That promotes regional business integration and it is in line with the aim of the East African States of eventually having borderless business transactions. I think that is very welcome. For local business, if you look from Clause 69 to Clause 91, you will find that they provide that a company can convert itself. This means that a company can convert itself from a public company into an unlimited private company with a share capital. It can as well convert itself from a private limited company into a non-limited company. There are about five ways in which a company could convert itself. The procedure of doing so is quite elaborate from Clause 69 to Clause 91. Most important is the fact that this provision will enable a company to alter its status by converting itself from one company to another. Therefore, if you are doing this business but at some point you find that it is no longer viable or profitable you can change into another type of a company. This will allow local companies to be very versatile and conform to what the market has to offer at a particular time. Companies are for business and business is for profit making. They are seasonal. You will find that at one time this season is viable but the next one is not. That changeability of company status is very welcome. If you go through from Clause 122 to Clause 213, you will realise that the Bill has comprehensively detailed the duties of Directors. Most of those duties are currently deemed implied. Here, this Bill puts them explicitly in terms of the general duties of the Directors under the common law and rules or equitable principles. Specific duties are provided under Part 9 of this Bill. This clearly explains how Directors can be said to have conflict of interest, which persons constitute a conflict of interest, or persons who constitute a family of a Director and cannot, therefore, do business in that company. The appointment and removal of Directors have been put clearly under that Clause. It also gives the leeway for Directors who have been removed through what can be perceived as mischievous circumstances to appeal against that removal or seek legal redress. In the last term of Parliament when we had the grand coalition Government, I witnessed very many changes of the boards done by Ministers. You would find those Directors moving to court saying that they have been removed unfairly or unprocedurally and the court would reinstate them. This time appointment, removal and seeking legal redress are very clear in the law. It also specifies the age of who can be and who cannot be a Director. The qualifications and duties of Directors will now be very clear. Part 12 of the Bill, that is from Clause 244 to Clause 254, deals with Company Secretaries. Company Secretaries are the face of companies. The Bill is clear on their 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."
}