A Reflection On Business Registration Forms Under The Companies And Other Business Entities Act [Chapter 24:31]

• Published date: 18 September 2023
• Subject Matter: Corporate/Commercial Law, Corporate and Company Law, Directors and Officers
• Law Firm: Zenas Chambers, ChimwaMurombe Legal Practice
• Author: ChimwaMurombe Legal Practice

The new Companies and Other Business Entities Act [Chapter 24:31] (hereinafter referred to as the new act) came into effect on the 13^th of February 2020, and repealed and replaced the Companies Act [Chapter 24:03], (hereinafter referred to as the old companies act). The amendments to the old Companies Act brought various changes and amongst them, a change in the documents that are to be submitted upon company registration and any other documents relating to companies. What follows is a breakdown of the forms and the areas affected,

1. Directorship.

The list of directorship and secretaries under the old Act was submitted to the Registrar of Companies using the CR14 form. Under the new act which is the Companies and Other Business Entities Act, the directorship and secretarial list is now submitted in CR6 format.

2. Share capital

Upon registration of a company under the old Act, the shares of the company were issued at a fixed value and share capital/ nominal capital used to be presented in CR2 form. However, the new Act brought amongst other changes the issuance of shares at non-par value rather than shares with a fixed value together with provisions for the valuation of non-par value shares. Share capital unlike in the old act where it was presented in CR2 form, is now presented in form CR22.

3. Increase in share capital or authorized share nominal capital.

Where a company has consolidated and divided its share capital into shares of larger amount than its existing shares, or converted any shares into stock, reconverted stock into shares, subdivided its shares or any of them, redeemed any redeemable preference shares, it shall within one month after so doing, give notice thereof to the Registrar, specifying the shares consolidated, divided, converted, subdivided, redeemed or cancelled or the stock reconverted. This notice of the increase was submitted in the CR5 form but however under the new Act the notice of increases in share capital is now submitted to the Registrar in the CR10 form.

4. Notice of conversion, consolidated and split of share capital.

Notice to Registrar of consolidation of share capital, conversion of shares into stock, or if the company has consolidated and divided its share capital into shares of larger amount than its existing shares, or converted any shares into stock, or reconverted stock into shares, or redeemed any redeemable preference shares, cancelled any shares, otherwise than in connection with a reduction of share...