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ALTERATION OF COMPANY OBJECTS WITHIN THE KENYAN LAW

Section 8 of the Act provides that a company may, by special resolution, alter the provisions of its memorandum with respect to its objects if the alteration would enable the company: –
(a)    To carry on its business more economically or more effectively.
(b)   To attain its main purpose by new or improved means.
(c)    To enlarge or change the local area of its operations.
(d)   To carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company.
(e)    To restrict or abandon any of the objects specified in the memorandum.
(f)    To sell or dispose of the undertaking of the company.
(g)   To amalgamate with any other company or body of persons.
Procedure
In order to effect the proposed alterations the company’s directors would have to convene an extraordinary general meeting of the company in order to consider and if approved, pass a resolution that the company’s objects be altered as proposed.
The resolution would be effective immediately it is passed if it was voted for by a special majority of the shareholders in the company. When the objects are altered, a printed copy of the special resolution and a copy of amended Memorandum and Articles of Association must be delivered to the registrar within 14 days.
What is a CR 12 and how can it be obtained. What are the per-requisites before it can be issued?
A CR12 is an official search report issued by the Registrar of Companies showing the directors and shareholders of the company. The search report also reveals the authorized share capital, the registered office of the company, debentures or any encumbrances registered with the Company. Any person may apply for the CR12 report.
To obtain a CR12 report one would draft a letter to the Registrar of Companies requesting the details be provided to them with regards to a particular company. A fee of Kshs 600 is charged for each application received and report generated.

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