what are the articles of association of a company in Kenya

Although members can determine their own articles, they can also choose to adopt standard model articles set out in the Companies Act (General Regulations) 2015. You are not obliged to adopt the provisions of the model articles but they are suitable for most standard companies and provide useful guidance. There are different prescribed model articles for private companies limited by shares, private companies limited by guarantee, and public companies.

When you complete the Company Registration Form (CR 1), you will need to specify whether the proposed company is adopting:

  • model articles in their entirety (the model articles should not be filed with the CR1)
  • model articles with amendments (only the amended articles should be filed with the CR 1)
  • bespoke articles that it has prepared for itself (copy of the articles should be filed with the CR1)

Currently, there are no model articles for unlimited companies, but an unlimited company can choose to use the existing model articles for limited companies as the basis for its own articles.  The articles of association of an unlimited company must not include the provision for the liability of members to be limited. It is advisable to obtain professional legal advice if you are thinking of incorporating an unlimited company

Where can I obtain articles of association which are appropriate for my company?

The Companies Registry does not supply articles of association but you may obtain these from an advocate or a certified secretary. Alternatively, you can find the model articles for your company in the schedules to the Companies Act (General Regulations).

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