Law & Regulation
Companies Act, 2015
The Companies Act is Kenya's principal framework for incorporation, legal personality, company constitution, capital, governance, reporting, reorganisations and corporate filings. It supplies the corporate platform commonly used by project companies, sponsors, contractors and financing parties.
Legal Significance
What This Instrument Does
It governs company formation and capacity; relations among the company, members and directors; share capital and distributions; accounts, audit and disclosure; corporate transactions; and registration of company charges. Insolvency outcomes are principally governed by the Insolvency Act, while beneficial-ownership and registry detail is supplemented by subordinate instruments.
Why It Matters
Infrastructure and project-finance structures depend on validly constituted entities, authorised decision-making, enforceable share arrangements, accurate filings and traceable ownership. The Act also matters to security due diligence through its corporate charge-registration function, but that supporting function does not make it Kenya’s principal secured-transactions statute.
Key Provisions
- Formation and legal personality
Establishes incorporation, company types and the separate legal person through which projects are owned and contracted.
- Constitution and capacity
Governs the company's constitutional documents and the legal consequences of corporate acts.
- Shares and capital
Regulates allotment, classes, transfers, capital maintenance and shareholder rights relevant to sponsor structures.
- Directors' powers and duties
Frames authority, conflicts, care and accountability in project-company decision-making.
- Member decision-making
Governs resolutions and meetings used to approve financing, security and material project transactions.
- Distributions and financial assistance
Constrains value transfers that may affect ring-fencing and lender protections.
- Accounts, audit and records
Supports financial transparency, compliance and transaction due diligence.
- Beneficial-ownership framework
Provides the principal statutory anchor for ownership transparency, with operational detail in subordinate rules.
- Registration of charges
Creates a corporate filing interface for security granted by companies; it must be coordinated with asset-specific perfection regimes.
- Reorganisations and arrangements
Supports mergers, compromises and restructurings subject to applicable procedures and approvals.
- Registrar and filing compliance
Governs public-record maintenance and consequences of filing failures.
When You Would Use This
Incorporating an SPV
Reviewing capacity and approvals
Structuring equity
Conducting corporate due diligence
Registering a corporate charge
Assessing governance covenants
Executing a reorganisation
Checking filing and disclosure duties
InfraLex Relevance
Primary for Companies & Corporate; Supporting / Related for Security / Collateral only in respect of corporate charge registration. MPSR, land-security and insolvency rules remain distinct complementary regimes.
Legal Framework Position
- Companies & CorporatePrimary / Framework Instrument
- Security / CollateralSupporting / Related Instrument
Instrument Overview
- Official Citation
- Act No. 17 of 2015
- Instrument Type
- Law / Act
- Source Language
- English
- Last Verified
- 6 September 2026