Memorandum of association and article of association. Division iarticles of association 20regulations may prescribe model articles. The documents are divided into two parts which are memorandum and article of association. The registered office of the company will be situate in the state of gujarat. Instead of paying cash dividend to the shareholder, an ordinary resolution was passed to give them debenture bonds. The articles of association is a document that specifies the regulations for a companys operations, and they define the companys purpose and lay out how tasks are to be. The association s funds or any profits may only be used for purposes corresponding to the articles of association. Deleted and moved under the articles by virtue of section 26 of the companies act 2015 3. Home memorandum and articles of association explained memorandum and article of association is a crucial document that is part of the requirements to register a limited company in kenya. The republic of kenya shall be a multiparty democratic state. Model articles of association for companies incorporated on or after 28 april 20. The objects for which the association is established are. Jul 26, 2018 key differences between memorandum of association and articles of association.
This model articles of associationis the model articles prescribed in schedule 2 of the companies model articles notice cap. Sample article of association ecitizen gateway to all government. Model articles for private companies limited by shares. The objects for which the company is established are. Memorandum and articles of association the case centre. Nov 21, 2014 types of model articles of association a limited company can have, including older versions of table a from previous company legislation. Articles of association of linking environment and farming 1 the companys name is linking environment and farming and in this document it is called the charity. Sample articles of association the companies act cap 486 laws of kenya company limited by shares. Model articles for companies 1 the articles prescribed by the third schedule are model articles that are applicable to a public company. Articles of association of kenya airways plc adopted by special resolution passed on august 2017 1.
I hereby certify that the said special resolution together with the copy of the memorandum of association as altered has this day been registered. The legal justification for this rule is that since the companys public documents in its file at the companys registry are available there for inspection by any interested member of the public he should have gone to the registry asked for the companys file, inspected the contents and having found the memorandum of association read the. The regulations contained in table a of part i in the first schedule to the companies act such table being hereinafter called table a shall not apply to the company except so far as expressly incorporated herein. Difference between memorandum of association and articles of.
Memorandum of association is a document that contains all the condition which are required for the registration of the company. The share capital of the company as at the date of the amendment of these articles is kenya shillings 10,008,150,008 divided into 179,578,600 ordinary shares of kenya shillings 5 each and 2,051,400 ordinary class a shares of kenya shillings 5 each and 123,478,388 redeemable. Private companies limited by shares business registration service. The objects for which the society is established are. Oct 10, 2017 model articles of association for companies incorporated on or after 28 april 20. To purchase, take over and acquire the entire business and undertaking. The public seal of kenya shall be such device as may be prescribed by or under an act of parliament. This constitution is the constitution of the republic of kenya and shall have the force of law throughout kenya and, subject to. The articles of association is a document that specifies the regulations for a companys operations, and they define the. The companies act 2015 requires every limited company in kenya to have a memorandum of association and articles of association before receiving certification from the registrar of companies. Act as in force on the date these articles become binding on the company. Knowing the difference between these two terminologies is important when you are planning to register a company. Fourth schedulemodel articles for private companies limited by shares regulation 82, l. The registered office of the association will be situate in kenya.
Model articles for private companies limited by shares gov. Articles of incorporation kenya scholars and studies association preamble kenya scholars and studies association herein after called kessa is an independent nonprofit professional association established in the united states for the exclusive purpose of advancing scholarly, scientific, and research work on the republic of kenya. Preamble as you depart from the kenya airport for the outside world, you will notice the big billboards advertising mobile phones with a maasai man balancing on one leg, and in full moraan gear, looking greater than the greatest. The major differences between memorandum of association and articles of association are given as under. Aug 31, 2015 when registering a company in kenya, it is a requirement that you prepare a company memorandum and articles of association. Deleted and moved under the articles by virtue of section 26 of the companies act 2015 2. The members shall not receive any shares in the profits and, in their capacity as members of the association, also no other allocations from the association s funds. Chapter 486 of the laws of kenya memorandum and articles of association of akvo kenya limited incorporated this day of 2012 drawn by.
The articles of association of the defendant company provided that the directors may, with the sanction of the company at a general meeting, declare a dividend to be paid in cash to the members. Model articles of association for limited companies gov. Ordinary general meeting held on 01082017 altered the provisions of its memorandum of association with respect to its objects and complied with the section 1 of the companies act, 20. Memorandum and articles of association of bats trading limited.
The companys registered office is to be situated in england and wales. The operations of the company shall be consistent with the kenya communications act 1998, the kenya communications regulations 2000 and the laws of kenya and if any resolution shall be in conflict with the said acts the communications commission of kenya shall the right to overrule, vary or nullify the same. These are legal documents that contain various information on the reason why the company is being formed. Ija, and thereby to be subject to the general supervision and control of the ija. The share capital of the company is kenya shillings four billion kshs. Articles of association meaning contents alteration of aoa. Constitution and bylaws articles of association women for a change, cameroon wfac 1 tel. The name of the company is leecon engineering com pany limited.
Memorandum of association of elecon engineering company limited i. In these articles, the following words and expressions shall have the following meanings. Companies act, 2015 memorandum and articles of association of. The board members shall each elect one director to sit in the board with the exception of communications commission of kenya, which shall elect two directors to sit in the board.