Recently, a new Companies Act, for Kenya, and new Companies Regulations, for Uganda were legislated. The Companies Act was reviewed and passed for, amongst others, the conglomeration of related laws, whereas the Regulations were made to detail the prerequisites for company’s successful compliance.
The Companies (General) Regulations, 2016 were made purposely to enable the successful application of the Companies Act. Through detailing the proper usage of the Company Forms by which a company’s interests can be obtained, the Section of the Act that provides for it is made use of. They give guidelines on how to prepare, arrange, and file the applicable Company Forms. As a specific example, the Regulations prescribe, in Regulation 32, that Voluntary Winding Up of a company will take the form of Form 29 in the Schedule.
In the new Regulations, introduced, under Regulation 26(1), was a new Form, 19, which is a supplement to Form 20, which has been and will continue as a notice of appointment of a company director or secretary. Unfortunately, the current unnecessariness of Form 19 is that one can still get their company incorporated without it. It is, at least for now, when the new Regulations are not yet fully applied, nothing but an extra form which attracts an extra fee upon filing.
Relatedly, the regulations are positively in tune with contemporary times. In Regulation 36, the Regulations provide for modern methods of maintaining documents. These include but are not limited to the issuing of notices or other communication by email or electronic means.
On the other side of the border, The Companies Act, Chapter 486, Laws of Kenya, gives the Cabinet Secretary the mandate to develop regulations for the purpose of the Act. It is a responsibility that he or she enjoys by virtue their position and one that extends beyond the promulgation of the Act.
Without limitation, the regulations may prescribe a range of matters, including; accounting standards; maintaining and lodging documents with the Registrar; allocation of unique identifying numbers for companies; new or amended Company Forms and how they can be signed or authenticated; prescribed requirements for sending notices of meetings, lodging of resolutions; proceeding at meetings; methods of appointment of proxies; prescribe time periods; and prescribe offences.
Just like their counterparts in Uganda, the Kenyan authorities are well aware of the imminent need to enable the successful application of the provisions of the Companies Act. That, they can only do by developing the regulations necessary for more convenient ways of doing business in the region.