INSTITUTE OF CERTIFIED PUBLIC SECRETARIES OF KENYA MEETINGS AS ENVISAGED BY COMPANIES ACT, 2015 31 MARCH, 2016

IS THE NEW ACT REVOLUTIONARY? The Press, the Government, Practitioners, Businesspeople, and everybody else has been made to believe so. You may be surprised to learn that there is no revolution. Indeed, some of the provisions may be seen to be anti-business or difficult to implement.

WHAT IS NEW IN RELATION TO MEETINGS? A private company can operate without having to hold annual general meetings. Members must first pass a resolution dispensing with the AGM if this has to apply. A private company can also execute all other resolutions by written resolutions, except the removal or director and auditor before expiry of their terms.

WHAT IS NEW IN RELATION TO MEETINGS?-CONT’D The convening of a company’s general meeting by means of electronic form or website has been inserted in the law. One cannot therefore exclude it in the articles. Company articles may provide for longer period than 21-days notice, but not less. A public company’s date of AGM is now tied to the end of the accounting period (6-months).

WHAT IS NEW IN RELATION TO MEETINGS?-CONT’D It appears that decisions made by members at meetings which are not general meetings, carry legal recognition. “Every company shall keep records comprising of copies of all resolutions of members passed otherwise than at general meetings” (S.317). For a one-member company, the presence of one member constitutes a quorum.

WHAT IS NEW IN RELATION TO MEETINGS?-CONT’D The issue of accidental omission to give notice to a person entitled to attend and vote at a meeting has now been inserted in the law. Previously, it was a matter for articles. This means, that it is difficult to invalidate proceedings of a meeting on account of this. The changes are therefore not revolutionary as such but the new Act appears to have brought into legislation the case laws relating to meetings.