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"id": 573929,
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"speaker_name": "Hon. (Eng.) Gumbo",
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"legal_name": "Nicholas Gumbo",
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"content": "Hon. Deputy Speaker, thank you so much for giving me the opportunity to contribute to this Bill. As I contribute, allow me to start by thanking the Departmental Committee on Justice and Legal Affairs for having done a fairly good job in going through this Bill. As you know, this Bill is very voluminous. Those who have endeavoured to go through it know that it is a fulltime job. The Bill has 804 pages, 1,027 clauses, 42 parts and each part is divided into several divisions. It is one of what you would call an abnormal Bill. In that context, I thank the House for moving a Procedural Motion, because those of us who have endeavoured to take their time to go through the Bill felt that confining the debate to 10 minutes, as is the norm here, would have denied us an opportunity to exhaustively discuss the Bill. I have noticed that in their Report, the Departmental Committee on Justice and Legal Affairs propose just about 30 amendments which, in my view, do not capture some of the inconsistencies that are in the Bill. There are quite a number of errors, inaccuracies, incorrect paragraphing and incorrect cross-referencing in so many places in the Bill. Before I get into the gist of my discussion, I just wish to point out that having gone through the Bill, I have noticed quite a few inaccuracies in Clauses 26, 62, 173, 242, 331, 349, 748, 520, 526, 547, 550, 598, 607, 618, 655, 678, 711, 715, 744, 763, 829 (4), 903 (1) and (2), 926 (1), 944, 952 (a), 955,102 and 104. Even more importantly, I would request that as we move into the Committee Stage, the Departmental Committee on Justice and Legal Affairs, working together with some of us who have taken time to look at this Bill, may want to look at the arrangement of parts and clauses. In my view, Part V, which is on the name of the company, should come before Part II, which refers to companies and company formation. This, in my view, should be followed by Part III which refers to the company’s constitution, which in turn should be followed by Part XXXI on registration of companies and company documents. The normal order of doing things is to name the company, form the company, write the company constitution, register the company and then register the company documents. I am also of the view that Part VIII, which is on the exercise of rights by members should be followed by Part XXIX, which is on the protection of members against oppressive conduct and unfair prejudice. Once you give people rights it is only natural that you safeguard those rights. That would provide for protecting the members against oppressive conduct and unfair prejudice. Having said that, this Bill is very important. This Bill is long overdue because as you know, the current Companies Act was a copy and paste from the British way of doing business. It is British law which was made to apply to the Kenyan situation. The Bill that we have now, in its current context, is a good attempt which should provide an enabling environment for as many Kenyans as possible to own and run companies. As I have said before, if as many Kenyans as possible are to own and run companies, then it is important that the format of drafting and text in general should be simplified as much as possible. Why do I say this? Forming and owning companies should not just be a preserve of the elite in our society. We have seen from conferences that have been going on in our country that the trend now is towards entrepreneurship. We would be enclosing ourselves in a shell in thinking that only the elite, educated and the well-to-do have a right to engage in entrepreneurship. 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."
}