A preference occurs when the company does something which puts a creditor into a better position than he would have been in if the debtor went into insolvent liquidation, had the preference not taken place.
We shall in this article discuss at length the difference between fraudulent and wrongful trading as conduct that could result to accrual of personal liability on directors in the event of a company becoming insolvent.
As therein indicated, under section 143 of the Companies Act, a director must act in the way which he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members (shareholders) as a whole.
Garden leave is a term used to reference the practice of having an employee work away from the office with limited access to the employer’s resources following a notice of termination or resignation.
In this excerpt we reiterate and highlight ten reasons why a company should have a Shareholders Agreement: -
A shareholders’ agreement is a contract amongst the shareholders of the company that establishes their relationship amongst themselves and with the company.
Where a company is in financial difficulties or otherwise insolvent, the director’s duty shifts to the interest of the creditors of the company.
A shareholders’ agreement is a formal agreement between all or some of the shareholders in a company. A shareholder agreement is usually considered alongside the company’s articles of association, which defines the relationship between the shareholders and is in law considered a contract inter se between the shareholders.
The Contracts in Restraint of Trade Act is a law that gives validity to contracts that are in restraint of trade.
It has been eight (8) years since registration of churches and religious organizations was banned.
The promulgation of the Constitution of Kenya (2010) brought to an end the discriminatory provisions under the repealed Constitution of 1969 regarding the acquisition of citizenship by marriage.
Every time we give a talk, conduct a training or pitch the idea of a family trust as a tool for effective estate planning and protection of family wealth to a potential client, the Njenga Karume Trust always comes up.
Every time we give a talk, conduct a training or pitch the idea of a family trust as a tool for effective estate planning and protection of family wealth to a potential client, the Njenga Karume Trust always comes up.
The Data Protection Act (DPA) came into force in 2019, introducing an entire regime of protecting personal data.
The Refugees Act, 2021 Laws of Kenya (hereinafter the “Refugee Act”) defines asylum as the protection granted to a person in Kenya who is outside his or her country of nationality or habitual residence and who is fleeing persecution or serious harm or for other reasons.
A formal contract, which defines the agreed terms and conditions between parties, is an indispensable document in every commercial or business engagement.
Last week, the Court of Appeal, in a precedent-setting case, decided that executive directors are not employees within the Employment Act revised 2021 (2007).
In our previous articles titled ‘A Family Trust as a Tool for Protection of Family Wealth’ and ‘New Legal Regime on Registration of Family Trusts in Kenya’, we introduced you to the concept of family trusts as the ideal estate planning tool.
Local integration is recognized by the UNHCR as one of the most durable solutions for refugees and the refugee crisis world-wide.
As a director of a limited liability company in Kenya, there are certain statutory duties and obligations imposed on you by the Companies Act, 2015.
Refugees are as matter of fact vulnerable individuals forced to escape from their country of origin or habitual residence on apprehension/threat of or actual persecution on political, social, economic, religious or racial grounds among.
An employee share ownership scheme colloquially known as ESOP refers to a scheme/arrangement by a company to afford its senior employees an opportunity to own shares and participate in the ownership and decision-making in the company.
Incidents of shareholder and boardroom disputes are commonplace in both public and private companies. The causes of such disputes are varied and will generally involve: breach or lack of trust between shareholders or directors;
Join The CM SME Club for top tier legal services tailor-made for you. The CM SME Club Membership is your dedicated legal department. We take care of your business-as-usual legal work while you focus on running your business.
As their name suggests, charities and not- for- profit organizations (NPOs) are established for charitable objects or research in areas of altruistic value to the society such as relief of the poverty or distress of the public, or for the advancement of religion, health or education among others.
The Marriage Act, 2014 laws of Kenya (the “Act”) consolidated all the laws on marriage and divorce in Kenya. It recognizes five types of marriages namely Christian marriages, civil marriages, customary marriages, Hindu marriages and Islamic marriages.
The Sectional Properties Regulations, 2021 (Regulations) were gazetted on 10th December, 2021 pursuant to section 59 of the Sectional Properties Act, 2020 (the Act).
Intellectual property rights are rights granted to a creator of invention, artistic and literary works, designs and symbols and names and images used in commerce. These rights are protected by law through patents, copyrights and trademarks.
Recent months have seen a sustained increase of instances whereby both companies and their respective directors have been charged with tax offences before various courts.
The Central Bank of Kenya (Amendment) Act, 2021 (the Amendment Act) was enacted on 23rd December 2021 to amend the Central Bank of Kenya Act (Cap 491) (the Principal Act) to empower the Central Bank of Kenya (CBK) to regulate, license and have oversight over digital credit providers.
Further to our alert on 20th of January 2021, the Government of Kenya through the Ministry of Interior & Co-ordination of National Government has further extended the deadline for the replacement of the old passports with the new generation e-passports from the initial set deadline of 31st December 2021 to November 2022.
The Trustee (Perpetual Succession) (Amendment) Act, 2021 (the “Amendment Act), which was signed into law on 23rd December, 2021 has made some amendments to the Trustees (Perpetual Succession) Act (Chapter 164 of the Laws of Kenya) (the Act”) in relation to registration of non-charitable trust and family trust in Kenya.
The decision to migrate from the old passport to the new e-passport was first made public in April 2015 and the launch was scheduled to be in December 2016. This was pursuant to an agreement between the East African Community (EAC) member states through a directive of the Heads of States’ Summit.
You have worked hard to acquire valuable assets or you have established your family business which has grown to be a successful enterprise. You are wondering how can you protect your wealth and eventually pass it down to future generations. This is where estate planning comes in.
The Insolvency Act, 2015 (hereinafter referred to as “the Act) introduced the option of placement of a company under administration as opposed to the making of a liquidation order as soon as a company presents signs of insolvency.
The existence of any business depends on how best it is managed, and the strategies put in place to ensure its eternity. To stay in business and possibly grow, companies take credit which in some instances remain unpaid when a company is facing financial challenges.
The Kenya Revenue Authority (KRA) recently launched its 8th Corporate Tax Plan with key focus being the implementation of the Tax Base Expansion strategy which seeks to recruit new taxpayers.
The Employment Act defines Redundancy as “the loss of employment, occupation, job or career by involuntary means through no fault of an employee, involving termination of employment at the initiative of the employer, where the services of an employee are superfluous and the practices commonly known as abolition of office, job or occupation and loss of employment.”
The Immigration Status in Kenya of a Foreign Dependant Widow/Widower upon the Demise of their Spouse
The Citizenship and Immigration Act, 2011 laws of Kenya (the “Act”) defines a dependant as a person who by reason of age, disability or any status of incapacity is unable to maintain himself or herself adequately and relies on another person.
Bankruptcy simply refers to the condition of a person who is unable to pay his/her debts as and when they fall due. According to the Insolvency Act (hereinafter “the Act”), it can only occur upon the Court making an order...
In Kenya, the Citizenship and Immigration Act, 2011 laws of Kenya and the underpinning Regulations (the “Immigration Laws”) provide for issuance of visas to foreign nationals seeking to gain access to Kenya.
Section 424 of the Insolvency Act, 2015 (hereinafter “the Act”) provides for the circumstances under which a company can be dissolved by Court which includes; when it is just and equitable to do so.
According to a survey conducted by Anti-Counterfeit Authority’s (ACA) and dubbed 'Counterfeits and other Forms of Illicit Trade in Kenya in 2018', counterfeits accounted for 77% of the total businesses losses in 2018.’ This shows that trade in illicit products and counterfeits increased in 2018 compared to the total reported losses in 2017.
By this article, we highlight the process, requirements and benefits of registration of foreign investors in Kenya under the auspices of the Foreign Investment Protection Act Chapter 518 and the Investment Promotion Act, Chapter 485B laws of Kenya which include the right to be issued with a designated number of work permits and dependent passes for the foreign investors and their family members among other benefits.
In the world we live in today, data has become quite a crucial commodity with immeasurable capabilities that cannot be overlooked. Data protection compliance is increasingly becoming a key requirement to transactions across the globe, due to the potential risks involved in handling personal data.
Permanent residence and citizenship status are long term immigration status conferred upon eligible persons with inherent superior entitlements to those enjoyed by holders of work authorization permits and passes.
Landlords in Kenya are required to account for tax on rental income either on monthly basis or annually depending on the nature of the rental income received.
Rapid results initiative RRI program for citizenship and permanent residence
The High Court of Kenya issued a ruling on 19th April 2021 granting conservatory orders restraining the Kenya Revenue Authority (KRA) from implementing and enforcing the minimum tax provisions pending the determination of a petition challenging the constitutionality of the minimum tax provisions, that is, Section 12D of the Income Tax Act (ITA).
At CM Advocates we have adopted a business model that allows our advocates to specialize in specific areas of law and offer timely, dynamic yet practical solutions to our client’s legal problems.
What are Prejudicial Dispositions?
This refers to a disposition of land either by sale, charge, transfer, partition, exchange, assignment, surrender or a lease by a debtor who is unable to pay its creditors in an attempt to delay or defeat the exercise by his creditors of any right of recourse to that land.
In the world we live in today, data has become quite a crucial commodity with immeasurable capabilities that cannot be overlooked.
A company is considered insolvent when it is unable to pay its debts when they fall due or when it is proved to the satisfaction of the Court that the value of the company's assets is less than the amount of its liabilities.
Any context requiring or necessitating the use of personal data requires taking steps to comply with the Data Protection Act, 2019 (the Act), including where personal data is to be shared or processed within a transactional context.
Foreign nationals who wish to engage in gainful ventures in Kenya must comply with the provisions of the Constitution of Kenya, the Citizenship and Immigration Act (the “Act”) and underpinning Regulations.
Section 35 (1)(c) of the Income Tax Act provides that any person making payment to any non-resident person is required to withhold tax on payments of rent, premium or similar consideration for the use or occupation of property.
Installment tax is advance tax which is payable during the year of income. This is done before the accounts are done and finalized at year end in order to establish the actual tax payable.
One of the distinct changes made to the way we handle and perceive personal data relates to responding to a breach of personal data.
n this week’s series, we discuss the qualifications and requirements for procuring Kenyan citizenship by lawful residents/holders of valid work permits/passes in continuation of our citizenship series.
The Kenya Revenue Authority (KRA) has a reward scheme for informants that successfully report a case of tax fraud or tax evasion.
Technology has so strongly been synced to our everyday lives and as a result, data security is both personal and a corporate consideration. Personal computer and mobile phone users are faced with concerns on the accessibility of their devices and the data contained in the same way that businesses are concerned with customer data.
Article 15(1) of the Constitution of Kenya, 2010 and Section 11 of the Kenya Citizenship and Immigration Act, 2011 (the “Act”) provide that a person who has been married to a Kenyan citizen for a period of at least Seven (7) years is eligible to apply for Kenyan citizenship upon meeting all the prescribed requirements and availing the requisite documentation.
We previously highlighted the importance of consent in the collection and processing of personal data as a principle of data protection under the Data Protection Act, 2019 (the Act), whereby the consent is required to be “express, unequivocal, free, specific and an informed indication of the data subject's wishes”.
The promulgation of the Constitution of Kenya (“the Constitution”) on 27 August 2010, was a hallmark for all Kenyans in relation to citizenship and immigration rights.
Risk management failures in major corporations have captured the headlines for many years. These include governance failures (like the recent Greensill Capital scandal), corruption and bribery cases (like the Smith and Ouzman Limited case), environmental catastrophes (such as Bhopal gas tragedy and Seveso disaster) as well as sexual harassment cases (such as those highlighted by the “Me Too” movement).
Immigration matters in Kenya are governed by the Kenya Citizenship and Immigrations Act 2011 and Regulations made thereunder. Issuance of the relevant Immigration documents is undertaken by the Immigration Department of Kenya.
Be informed on what it takes to obtain permanent residency in Kenya
The Nairobi City County has announced the New County Draft Valuation Roll for public scrutiny. The New Nairobi City County Draft Valuation Roll is available for inspection at the Main City Hall Ground Floor from 9.00 am to 4.00 pm until 18th June 2021.
The Data Protection Act, No. 24 of 2019 (the DPA), introduced various concepts and principles aimed at bringing to life the right to privacy enshrined under our Constitution.
Pursuant to a notice issued by the Ministry of Lands and Planning (“MOLPP”) on 9th May 2021, long term leases supported by architectural drawings shall no longer be registered with effect from 10th May, 2021.
For further information or assistance on the above kindly email us via law@cmadvocates.com.
The Voluntary Tax Disclosure Program (VTDP) is where a taxpayer confidentially discloses any tax liabilities to the Kenya Revenue Authority (KRA) for the purpose of being granted relief of penalties and interest of the tax disclosed taxes.
The Voluntary Tax Disclosure Programme (VTDP) was introduced through the Finance Act, 2020 and seeks to grant relief on penalties and interest on any tax liability disclosed in respect to the period between July 1, 2015 and June 30, 2020.
The Sectional Properties Act, 2020 laws of Kenya (the “new law”) has effectively repealed the Sectional Properties Act of 1987, laws of Kenya (the “repealed law”).
For foreigners who wish to visit Kenya for various reasons either business visits, family visits or tourist vists they can now apply for their visas (Evisa) online. The Evisa must be applied for and approved prior coming into Kenya. The application procedure is detailed below.
Do you know that for most companies, the first minimum tax payment is due next month in April?
Minimum Tax was introduced by the Finance Act 2020 with effect from 1st January 2021. The aim is to ensure that every person makes a fair and just contribution to the provision of government services regardless of the person’s profit position.
For further information or assistance on the above kindly email us via tax@cmadvocates.com.
On 25 February 2021, The Kenya Revenue Authority (KRA) issued a public notice directing that effective 1 March 2021, the service of Notices of Appeal to the Commissioner should be done through iTax. This applies to cases at the Tax Appeals Tribunal (TAT), the High Court and the Court of Appeal.
The Government of Kenya has extended the deadline for the replacement of the old passports with the new generation e-passport by a further 10 months until 31st December 2021.
The Data Protection Act, No. 24 of 2019 (the DPA), introduced various concepts and principles aimed at bringing to life the right to privacy enshrined under our Constitution.
A new tax known as Digital Service Tax (DST), introduced by the Finance Act 2020, comes into effect on 1st January 2021.
For foreigners who wish to visit Kenya for various reasons either business visits, family visits or tourist vists they can now apply for their visas (Evisa) online. The Evisa must be applied for and approved prior coming into Kenya. The application procedure is detailed below.
In the wake of increased cases of the spread of Corona Virus (COVID-19), we hope you are well.
Effective 1st January 2021, there are various changes in tax rates which were introduced through the Tax Laws (Amendment) No. 2 Act of 2020 that was assented to by the President on 23rd December, 2020 and published on 24th December 2020.
The Data Protection Act, No. 24 of 2019 (the DPA) was enacted into law on 11 November 2019 through Gazette Supplement Number 181. The provisions of the DPA gives life to Article 31 (c) and (d) of the Constitution of Kenya which guarantees the right to privacy including the right of a person not to have information relating to their family or private affairs unnecessarily required or revealed and the right not to have the privacy of their communications infringed.
For a long time, Kenya has lacked a comprehensive personal data protection legislation which has been quite necessary in this age of digital use and access. This has exposed citizens to the risk of their personal data being misused.
This is to inform you that the government has announced that it is processing tax waiver applications. Through a Public Notice, the Kenya Revenue Authority (KRA) informs that it has finalised the roll out of the iTax system enhancements for processing of the waiver applications and has embarked on clearing its backlog.
Copyright is an (intellectual) property right conferred to Works such as musical, literary, artistic, sound recordings, broadcasts, audiovisual and photographic creations inter alia. A Work is eligible for copyright protection if it is original to the creator, reduced into material/fixed form and the author must be a qualified person.
Every company, except a single member company, is required to hold an AGM under the Companies Act. Failure to hold an AGM is an offence which attracts a fine of KShs.100,000.
The Capital Gains Tax (CGT) is a tax chargeable on the whole of a gain which accrues to a company or an individual on or after 1st January, 2015 on the transfer of property situated in Kenya, whether or not the property was acquired before 1st January 2015.
On Thursday 9th July 2020, President Uhuru Kenyatta signed six Bills into law. The Bills had been passed by the National Assembly and the Senate and were forwarded to the President for assent into law as required by Article 115 of the Constitution of Kenya 2010.
Copyright is an (intellectual) property right conferred to Works such as musical, literary, artistic, sound recordings, broadcasts, audiovisual and photographic creations inter alia. A Work is eligible for copyright protection if it is original to the creator, reduced into material/fixed form and the author must be a qualified person.
We are delighted to invite you to our webinar presentation on Employment Relations in the face of the COVID-19 Crisis. This is part of a series of engagements are having with our clients to help them respond to the impact of the global corona- virus pandemic on their business.
The Business Laws (amendment) Act, 2020 (“the Amendment Act”) was signed into law on 18th March, 2020. The Act amends sixteen (16) pieces of legislation to facilitate the ease of doing business in Kenya. This alert highlights amendments to the Insolvency Act, 2015.
The Procurement and Asset Disposal Act, 2015 (the “Act”) establishes the procedures for the procurement and disposal of unserviceable, obsolete or surplus stores and equipment by public entities.
Further to our article on how to conduct virtual board and shareholders meeting during the Covid-19 Pandemic, the High Court of Kenya issued an Order on 29th April, 2020, by virtue of powers bestowed on it by Section 280 of the Companies Act, 2015 directing the manner...
Part X of the Employment Act (Act No. 11 of 2007) provides for the management of employment and applies to employers with more than 25 persons in their employ. Sections 76 to 79 imposes certain responsibilities on employers to notify the Director of Employment (the “Director”) in the event of a vacancy, termination/lay offs and abolishing of a post in its business.
Enacted on 18th March 2020, the Business Laws (Amendment) Act, 2020 (the “Act”) amended various statutes with the aim of easing business transactions in Kenya.
On the 11th day of March 2020, the World Health Organization (WHO) declared the COVID 19 disease as a pandemic. This disease has had far-reaching and unprecedented effects on businesses due to its nature and the precautionary measures advised to curb its spread.
This is to inform you that the government has announced reforms aimed at simplifying Stamp Duty Payment. Through a Public Notice, the Kenya Revenue Authority informs that it will no longer be conditional to present a Capital Gain Tax Acknowledgement Slip before Stamp Duty payment is processed.
An amendment to the Companies Act 2015 (the “Act”) by the Statute Law (Miscellaneous Amendment) Act 2019 introduced a new section 93A to the Act that required each company to have and maintain a register of its beneficial owner(s). The information to be contained in a company’s register of beneficial owners was to be prescribed by regulations to be made under the Act. [For more on the amendment see our alert “Amendments to the Companies Act 2015”]
The Civil Procedure Rules have been amended by the enactment of the Civil Procedure (Amendment) Rules, 2020 contained in Legal Notice No.22 in Kenya Gazette Supplement No. 11 dated 26th February 2020
The Civil Procedure Rules have been amended by the enactment of the Civil Procedure (Amendment) Rules, 2020 contained in Legal Notice No.22 in Kenya Gazette Supplement No. 11 dated 26th February 2020
The Government of Kenya has extended the deadline for holders of the old Kenyan passport to migrate to the new generation e-passport by 12 months from the initial deadline of March 1st 2020 to March 1, 2021.
The Ministry of Lands and Physical Planning has issued a Public Notice stating that the Nairobi and Central Registries located at Ardhi House shall be temporarily closed between Monday 24th February 2020 and Friday 13th March 2020 for auditing of Records.
Through the Finance Act 2019; Head A of the Third Schedule to the Income Tax Act was amended. The amendment will allow buyers to get a relief of 15% of gross contributions capped to KSh. 108,000 per year or KSh. 9,000 per month instead of the earlier amount of 15% of gross emoluments; closing a loophole that allowed persons to get a relief that is higher than the contributions made.
Kenya Revenue Authority (KRA) has issued a public notice on 6th January 2020 on the implementation of Turnover Tax (TOT) and Presumptive Tax effective from 1st January 2020.
For a long time, Kenya has lacked a comprehensive personal data protection legislation which has been quite necessary in this age of digital use and access. This has exposed citizens to the risk of their personal data being misused.
We would like to thank you for your business throughout the past years. You have been critical to our integral growth and success in our first 5 years, and I look forward to working with you in the coming years.
Attached, is information on the recently launched "HUDUMA NAMBA" for your reference.
