“On short notice, Liroja Services came up with the perfect strategy I previously envisioned for my company. Thank you for the personal touch, understanding and responsiveness to all our needs!”
Liroja Services has capacity to provide high quality company secretarial advice and services, which include the following:
- Company Formations
- Compliance Services
- Secretariat Services
- Company Secretarial Support Services
Company Formations
Liroja Services, in conjunction with our legal affiliates, assists in the incorporation of Companies for many purposes, tailoring the Articles of Association to the specific needs of each client. This would involve, for example, drafting suitable principal objects clause to cover the purposes for which the Company is to be formed (where there is need to restrict the business of a company), providing for corporate governance provisions within the Articles or making provisions for specific share class rights.
Commonly, in connection with company formations, we can make an application to have a trading name registered as a business name. In line with the statutory requirement that every company registered in Kenya must have its registered office within the country, we provide registered office facilities for the receipt of communications and notices addressed to the Company, and can also provide person resident in Kenya authorized to receive service for branch Companies.
We will advise on the requirements for incorporation of a company and be your liaison with the Companies Registry from the name reservation to the registration of the Company.
Compliance Services
Post-incorporation, there is a wide variety of statutory obligations imposed on the Company and its Officers by The Companies Act, No 17 of 2015, most of which involve the imposition of time limits and the manner in which Companies must comply in order to avoid the possibility of penalties being imposed on the Company and/or its Directors and Company Secretary. These obligations include the requirement to hold an annual general meeting; to file financial statements; to prepare and file an annual return; and to maintain certain statutory registers such as the Register of Members, the Register of Directors and Secretary, and the Register of Transfers and Allotments, etc. It is a statutory requirement that minutes of meetings of Directors, Committees of the Directors and minutes of General Meetings be maintained. With these requirements in mind, we provide a broad range of company secretarial compliance services in relation to statutory filing requirements, including maintaining statutory books and records, and preparing annual returns.
We provide an annual Official Search Results (Form CR/12), issued by the Registrar of Companies, once all the compliance requirements are attended to.
We also have capacity to undertake compliance health check for companies, prior to our appointment as Company Secretaries, to establish the compliance status and any remedial actions that may need to be taken, if need be.
Secretariat Services
We provide Secretariat Services upon request, which involves assisting in the preparation of agenda for Board and General Meetings, attending the meetings, taking minutes of the meetings, dealing with any technical procedural queries that may arise, for example quorum and voting rights, and preparing and circulating minutes of the meetings to the relevant persons.
If required, we can also prepare the action list from the minutes, circulate this to the Management for action and thereafter compile an update for consideration by the Board under matters arising agenda item.
Company Secretarial Support Service
Depending on the specific requirements of your Company and the particular corporate activity and structures your Company engages in, we have capacity to provide the following services:
- Advising the Company, Company Directors and Secretaries on their obligations, rights and on new developments under the Companies Act, 2015;
- Preparation of the documentation underlying the issue, transfer and redemption of shares;
- Preparation of documentation to restructure the share capital of a company (allotment of new shares, reclassification and consolidation of shares, share buybacks, conversion of debt into equity, etc)
- Advising on the method of dissolution of solvent non-trading Companies;
- Advising on the voluntary strike-off of Companies where they have ceased trading, and they have no assets or liabilities;
- Advising on payment of interim and/or final dividend;
- Preparation of documentation amending the (Memorandum and) Articles of Association;
- Providing corporate compliance services for companies and branches registered in Uganda and Tanzania;
- To check and advise whether statutory obligations under the Companies Act are being met;
- Preparation of the documentation to effect the change of name of a Company; and
- Preparation of documentation in respect of the appointment or resignation of Directors and Company Secretary.