CS Intermediate Level
Meetings: Compliance and Administration flashcards
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What is a meeting in law, and what are its four elements?
A gathering of two or more persons, convened by a person or body with authority to do so, to transact business or exchange information under a recognised procedure. Elements: a gathering (physical, virtual or hybrid), convened by proper authority, transacting defined business, under a recognised procedure of notice, quorum, chairing and record. Canvassing members one by one is not a meeting.
What notice does the Companies Act, 2015 require for general meetings?
Private company general meeting: at least 21 days (section 281(1)). Public company AGM: 21 days; any other public company general meeting: 14 days (section 281(2)). Shorter notice only where validly agreed under section 281(4) to (7). Board meeting notice is set by the articles, not the Act.
What majority does an ordinary resolution need, and what does a special resolution need?
Ordinary: a simple majority of those voting (section 256). Special: a majority of not less than 75% (section 257), and in most cases at least 14 days' notice stating the intention to propose it as special. A private company may also pass either as a written resolution without a meeting.
Under GS 003, how quickly are minutes drafted and circulated, and how long are they kept?
Drafted within 48 hours of the meeting. Reviewed by the chief executive, authorised by the chairperson, and circulated to members within 14 days. Confirmed, signed minutes are kept in the minute book for at least ten years, or longer if policy or law requires.
Distinguish the Act, the Institute and the Board that regulate the secretarial profession.
The Act: the Certified Public Secretaries of Kenya Act, Cap 534, the statute (operational 1 November 1989). The Institute of Certified Secretaries (ICS, formerly ICPSK): the professional body that sets standards, examines, runs CPD and disciplines. The Registration of Certified Public Secretaries Board: the regulator that licenses practitioners and keeps the register.
What must a declaration of solvency under section 398 of the Insolvency Act, 2015 satisfy?
Made by the directors (a majority if more than two) after a full inquiry, that the company will pay its debts in full, with interest, within a stated period of no more than twelve months. Made within the five weeks before the winding-up resolution, with a statement of assets and liabilities, and lodged with the Registrar within 14 days of the resolution. With it: a members' voluntary liquidation. Without it: a creditors' voluntary liquidation.
What is the quorum of the National Assembly and the Senate, and what happens to a vote taken without one?
Fifty members for the National Assembly and fifteen for the Senate (article 121 of the Constitution). A vote or division in which the participating members do not themselves make a quorum is invalid, and the business goes to the next sitting (Standing Order 36).
How does a Kenyan company validly execute a document under section 37 of the Companies Act, 2015?
By two authorised signatories, or by a director signing in the presence of a witness who attests the signature. Since the 2020 amendment, section 37 does not refer to a common seal at all; a company that keeps one does so under its own articles and GS 008.
What makes a virtual or hybrid meeting valid?
Express authority: the articles, the constitutive documents, the law or regulatory guidance must permit it. Participation: every member must be able to see and hear the proceedings and take part (Byng v London Life Association), be identified and cast a verifiable vote. Notice giving the platform, access details and technical requirements.
Why is entry in the register of members constitutive of membership, not merely evidence of it?
Subscribers become members on registration of the company; anyone else becomes a member only when their name is entered in the register. Re Sussex Brick Co: a transferee is not a member until registered, so until then the transferor votes and the transferee's rights are against the transferor, not the company.
What are convention, constitution and conduct of a meeting?
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How does an adjournment differ from a postponement?
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What did Sharp v Dawes decide, and how does the Companies Act, 2015 reflect it?
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What does the Public Order Act require of an organiser of a public meeting?
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Which defamation defences matter most for statements made at meetings?
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How do members force a general meeting under sections 277 to 279?
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When must a public company hold its AGM, and what is the penalty for failing?
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How are the rights attached to a class of shares varied under section 393?
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Who may require a public company to circulate a resolution for its AGM, and when may it refuse?
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What is the Duomatic principle, and what is its limit?
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What weight do signed minutes carry as evidence (Re Fireproof Doors)?
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What must a resolution extract for filing show under GS 004, and who certifies it?
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How does GS 005 order a board pack, and when must it reach members?
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What are the five fundamental principles in GG 001 (professional ethics)?
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What authority does a company secretary have to bind the company?
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What sanctions can follow a disciplinary hearing against a Certified Public Secretary?
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Which decisions does the Companies Act, 2015 reserve to the members rather than the board?
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What do sections 406 to 408 of the Insolvency Act, 2015 require for the creditors' meeting in a creditors' voluntary liquidation?
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How is the Speaker of the National Assembly elected after a general election?
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When is a roll call division directed in the National Assembly?
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How are a sitting's proceedings recorded?
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What extra requirements does the Public Benefits Organizations Act, 2013 place on a foreign PBO?
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What does a SACCO need before it may take deposits from its members?
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Does registering a business name or forming an ordinary partnership create a separate legal entity?
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How far may an outsider rely on a sealed document that looks regular?
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What are the levels of document authentication, from least to most formal?
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Compare the main equity eligibility tests for the Main Investment Market Segment and the SME Market Segment.
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Who does what among the transaction advisor, sponsoring stockbroker, reporting accountant and underwriter in a listing?
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What are the filing deadlines for the register of beneficial owners under section 93A?
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When is a company's annual return due, and when is a cooperative society's?
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Who may inspect which company records?
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How long are the main categories of record kept?
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How does a compliance health check rank obligations for remediation?
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What does a fit and proper test check, and why is it refreshed periodically?
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How does a rights issue differ from a bonus issue?
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How does a transfer of shares differ from a transmission, and what deadlines apply?
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How does an interim dividend differ from a final dividend?
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What tests must a distribution pass under sections 486 and 487?
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What happens to shares and dividends whose holders cannot be traced?
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Which framework governs the meetings of a society, a pension scheme, a political party and a partnership?
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What powers do the police have over a public meeting once it is under way?
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What does GS 002 recommend for convening a board meeting and giving notice of it?
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How is the Council of the Institute of Certified Secretaries made up, and what does the Institute's mandate cover?
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How was the corporate secretarial profession formally established in Kenya?
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Beyond Cap 534, which laws shape a company secretary's work, and why does the phrase 'officer in default' matter?
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How does a person become registered as a Certified Public Secretary, and on what grounds is a name removed?
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Who must appoint a company secretary, how is the appointment made, and how is the office vacated?
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What is professional clearance, and whom does it protect?
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What are the four connected roles of the corporate secretarial function?
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Under GS 006, where and how are records kept, and who certifies copies of them?
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Under GS 007, what annual returns do a society, a PBO and a trust incorporated under the Trustees (Perpetual Succession) Act file?
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What does GG 002 emphasise about the corporate secretary's role toward the board?
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What was the statutory meeting, and why does the Companies Act, 2015 no longer require one?
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Why does a debenture holders' meeting follow the trust deed rather than the Companies Act?
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What does the secretary do before, during and after a general meeting?
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What exception to Sharp v Dawes did East v Bennett Brothers establish?
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Can a public company's members act by written resolution instead of holding a meeting?
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Why must a special resolution be filed with the Registrar, and what is the risk if it is not?
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What business does a company's first board meeting transact?
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What must a director with an interest in a proposed board transaction do, and how may the articles treat that director?
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How far can a board committee bind the company?
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What are the seven general duties of directors in sections 140 to 148?
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In a members' voluntary liquidation, who appoints the liquidator, and what meeting follows if it runs a year or more?
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How does a court liquidation begin, who appoints the liquidator, and how does it close?
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What did Ebrahimi v Westbourne Galleries decide about just and equitable winding up?
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What limits apply to the length of debate in the National Assembly?
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What does a retirement benefits scheme need to register and operate?
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How is a political party registered, and when will the Registrar refuse?
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Why does a religious body often register as a society and also under the Trustees (Perpetual Succession) Act?
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How does a limited partnership differ from a limited liability partnership?
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What does a certificate of incorporation prove, and how do the memorandum and the articles now divide their work?
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Once registered under Part XXXVII, what continuing duties does a foreign company have in Kenya?
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What does a shareholders' agreement commonly cover, and what is its main limitation?
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What is an official seal for use abroad, and what is the effect of a document sealed with it?
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What does the register of sealed documents record under GS 008, and who keeps the seal?
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How do an IPO, an introduction and a private placement differ?
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Where do Derry v Peek and Hedley Byrne v Heller draw the line on liability for an offer document?
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Who signs a listing's information memorandum, and what if something material changes before the offer closes?
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How do the register of allotments and the register of transfers relate to the register of members?
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Why does a company keep its own register of charges and also register charges with the Registrar?
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Why does a listed company track interests in its voting shares beyond the register of members?
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Which workplace registers does the Occupational Safety and Health Act, 2007 require, and who keeps them?
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How may an entitled person inspect a company register, and what follows a wrongful refusal?
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A public company's year ends 31 December 2025. Working back from its AGM deadline, by when must the notice go out and the audit be signed off?
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What is integrated reporting, and is it a legal requirement in Kenya?
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What does a listed issuer's corporate governance report cover, and on what basis is it disclosed?
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What three steps does every corporate change follow? Apply them to appointing a new director.
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How should a secretary handle classified information such as price-sensitive material at a listed issuer?
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How does a compliance strategy differ from a compliance plan, and where does preparing them start?
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What does a statutory review of records compare, and what kind of discrepancy does it catch?
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Why is a compliance check before a major transaction more intensive than the routine health check?
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What happens when shares are issued at a premium, and may a Kenyan company issue them at a discount?
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What is renunciation of a letter of allotment, and how soon must share certificates be ready?
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What is a call on shares, and what can follow if a shareholder fails to pay it?
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How must a redemption of shares or a share buy-back be funded and recorded?
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What are the trade-offs between keeping share registration in house and outsourcing it?
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Why must the register of members preserve historical entries rather than overwrite them?
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If share registration is outsourced, what remains the secretary's responsibility?
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What are scrip, special and preference dividends?
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How does a company fix exactly who is entitled to a dividend?
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Which reserves count as undistributable for a public company's section 487 net-asset test?
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What safeguards does the CMA's guidance require before a listed issuer holds its AGM wholly or partly online?
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How does planning a virtual meeting differ from planning a physical one?
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How does the chair's practical role change in a virtual meeting?
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How are digital exclusion, confidentiality breaches and data protection exposure mitigated in virtual meetings?
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