Company law revision question and answer

The director of Kusau Ltd, a company whose articles are similar to Table A, wish to give effect to the following matters;
i) To change the name of the company to Mataa Ltd
ii) To increase the company‟s share capital.
ANSWER
(i)
• To effect the change of name from Kusau Ltd to Mataa Ltd, the following steps are necessary:
• Reservation of name: a written application must be made to the registrar of companies
for reservation of the name “Mataa Ltd.”
• Extra ordinary general meeting: Directors of Kusau Ltd must summon an extra ordinary general meeting of the members. Notice of the meeting must indicate that a special resolution to change the name of the company from Kusau Ltd to Mataa Ltd is proposed to be passed.
• Special resolution: members at the extra ordinary general meeting must special resolution authorize the company to change its name from Kusau Ltd to Mataa Ltd.
• Notification: the registrar of companies must be notified of the change of name within 14 days of the resolution so that he enters the new name in the register of companies, issues a certificate of change of name and publishes the change in the Kenya Gazette.

(ii) To increase the companys‟ share capital, the following conditions are necessary,
• Articles: the articles of Kusau Ltd must embody a provision authorizing the company to increase its capital.
• Extra ordinary general meeting: Directors of Kusau Ltd must convene an extra ordinary general meeting of members to authorize the increase.
• Ordinary resolution: the increase of capital must be sanctioned y an ordinary resolution of members in general meeting.
• Notification: the registrar of companies must be notified of the increase within 30 days thereof.

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