Kenya

Companies registered BEFORE 2015 under the old Companies Act are required to add the below language into their Memorandum. Companies incorporated AFTER 2015 must add the below language into Certification of incorporation:

1) The purposes of the Company are to promote the success of the Company for the benefit of its members as a whole and, through its business and operations, to have a material positive impact on society and the environment, taken as a whole.

(2) A Director shall have regard (amongst other matters) to:

a. the likely consequences of any decision in the long term, b. the interests of the Company’s employees, c. the need to foster the Company’s business relationships with suppliers, customers and others, d. the impact of the Company’s operations on the community and the environment, e. the desirability of the Company maintaining a reputation for high standards of business conduct, and f. the need to act fairly as between members of the Company, (together, the matters referred to above shall be defined for the purposes of this Article as the “Stakeholder Interests”). (3) For the purposes of a Director’s duty to act in the way he or she considers, in good faith, most likely to promote the success of the Company, a Director shall not be required to regard the benefit of any particular Stakeholder Interest or group of Stakeholder Interests as more important than any other. (4) Nothing in this Article express or implied, is intended to or shall create or grant any right or any cause of action to, by or for any person (other than the Company).


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