Discuss the companies Act (cap 486) provisions relating to the register of members.

Under section 112(1) of the Act, every company must keep a register of its members. Under section 112(2), the register must be kept at the registered office of the company. However;

1. If the work of making it up is being done in some other office of the company, it may be kept in that office.
2. If the company has engaged some other person to make up the register it may be
kept in such person‟s office but must not be kept outside Kenya.

– The register must be notified of the location or any change thereof within 14 days of incorporation or change thereof failing which the company and every offices in default are liable to a default fine

Index of members

Under section 113(1) of the Act, every company with more than 50 members, must have an index of the names of the members unless the register is in the form of an index. The register may be in the form of a card and must contain sufficient indication to facilitate access to a members account in the register. The index must be kept at the same place as the register. Changes on the register must be effected on the index within 14 days thereof. Failure to keep an index renders the company and every office in default liable to a default fine.

Contents of the Register;

1. Name of every shareholder
2. Postal address
3. Number of shares or stocks held
4. Date of entity of the name in the register
5. Date of cessation of membership
– Under section 114(1) if a company issues a share warrant, the members name is struck off the register and the following particulars entered.

1. Fact of issue of the warrant
2. Date of issue
3. A statement of the shares included in the warrant Closure of the Register;
Under section 117 of the Act, a company may be a notice in some newspaper circulating in Kenya or in that part of Kenya in which the registered office is situate close the register of members for any time or times not exceed 30 days in a year.

Inspection of the Register and Index:

Under section 115(1) of the Act, the register and index kept at registered office must be open for inspection members without charge for at least 2 hours every business day subject to reasonable restrictions as may be imposed the general meeting. Other persons may pay the requisite fee. Members and others are free to apply for copies of the register and the same must be furnished within 14 days of the request subject to payment of the requisite charges.

It is a criminal offence for a company to deny any person the right to inspect the register or refuse to furnish copies on request. The High court is empowered to compel a company to facilitate immediate inspection of the register or to furnish copies as requested.

Legal Status of the Register:

Under section 120 of the Act, the register of members is prima facie evidence of the matters there in stated.

Rectification of the Register:

Under section 118(1) of the Act, the High court has jurisdiction to order rectification of the register of members in the following circumstances;

1. If a person‟s name is without reasonable cause entered in the register
2. If a members name is without reasonable cause omitted on the register.
3. If there is default or unnecessary delay in removing a persons name from the register.

The application for rectification may be made by:

1. The company
2. Any member of the company
3. The aggrieved party

Upon such application, the court may:

1. Order rectification of the register and damages to the aggrieved party.
2. Refuse to order rectification
The court has jurisdiction to determine the question of ownership of the shares in question.
3. If rectification is ordered, a copy of the order, must be delivered to the registrar if the court so directs

Branch register:

Under section 121(1) of the companies Act, a company may if authorized its articles keep a branch register in some part of the commonwealth in Kenya. The registrar must be notified of its opening, change of location or discontinuation within 1 Month of the same failing which the company and every officer in default are liable to default fine. A branch register is deemed to be part of the principle register. A duplicate of such register must be kept at the company‟s registered office. A copy of every entry in the branch register must be transmitted to the registered office as soon as it‟s made. To close a branch register, notice must be advertised in some newspaper circulating in that part of the country in which the branch register is situate. The branch register must be kept in the same manner as the principle register. A company may discontinue a branch register or transfer all entries to the principle register. If a company has no power t keep a branch register it may alter the articles to give itself such power. A transfer of shares registered in a branch register does not attract stamp duty Payable in Kenya unless it is executed in Kenya.

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