A company comes into existence when a number of persons come together with a view to exploit some business opportunity. These persons are called promoters.
The initial step that must be taken by promoters who are desirous of forming a company is registration and incorporating the entity as well as the preparation of constitution documents, shareholding details (if any) and management details to which at least seven of them will subscribe their names in case of a public company and two in case of private company. Act.”
Registration is the condition precedent to the formation of a registered company and failure to register a proposed company will mean that it does not legally exist.
(a) The date mentioned in the certificate of incorporation is the date from which the company’s legal existence commences. Consequently, if an incorrect date is written in the certificate, that date would be regarded as the actual date on which the company was registered (conclusiveness of a certificate of incorporation).
(b) The company’s registration constitutes it “a body corporate”. It becomes a legal person or “corporation” whose name is that appearing in the memorandum of association. The certificate of incorporation is regarded as the company’s birth certificate and the date written on it is the company’s birthday.
(c) Once the company is registered it must be treated like any other independent person with rights and liabilities appropriate to itself.
A certificate of incorporation given by the Registrar in respect of a company is conclusive evidence that all the requirements of the Companies Act in respect of registration have been complied with and nothing can be inquired into as to the regularity of the prior proceedings and the certificate cannot be disputed on any grounds whatsoever.
The certificate of incorporation has been considered conclusive on the following points:
1. That requirement of the Act in respect of registration of matters precedent and incidental thereto have been complied with. If after the receipt of certificate of incorporation by a company it is discovered that there were certain irregularities with regard to its registration, these will not affect the validity of the company.
2. That the association is a company authorized to be registered under the Act, and has duly been registered.
3. That the date borne by the certificate of incorporation is the date of birth of the company, i.e., the date on which company comes into existence.
There are essentially four types of companies that may exist in Kenya today. These are:
Your company documents will be prepared and each director will be required to sign the Memorandum & other documents as follows;
Finally, one needs to get a Company Seal, which is a device that include your company name on documents and is also used as a signature of the company. This can be purchased from a stationer.
There is also statutory requirement which includes;