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What Cannot Be Sold Under The Kenya Sale of Goods Law

Things that cannot be sold
There are various things which cannot be sold in the Kenya sale of goods law.Res extra commerciumare among them. Numerous rules of statutory and common law prohibit the sale of certain things, often on grounds of public policy.

For example, the common law does not sanction the sale of a person (slavery), and statute prohibits the sale of human tissue, and of many narcotics, chemical substances and so forth.It is also quite clearly impossible to purchasea thing that never existed.

The most extreme example would be the putative sale of a mythical or fictitious object. Justinian says:Anything, whether moveable or immoveable, which admits of private ownership, may be made the object of a stipulation; but if a man stipulates for the delivery of a thing which either does not or cannot exist, such as [...] an impossible creature, like a hippocentaur, the contract will be void

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Charitable and Other Companies Under Kenya Company Law

Where it is proved to the satisfaction of the Attorney-General (through the objects clause of the memorandum of association) that an association about to be formed as a limited company is to be formed for promoting commerce, art, science, religion, charity or any other useful object, and intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the payment of any dividend to its members, the Attorney-General may by licence direct that the association may be registered as a company with limited liability, without the addition of the ‘limited’ to its name, and the association may be registered accordingly and shall, on registration, enjoy all the privileges and (subject to the provisions of the Companies Act) be subject to all the obligations of limited companies (with regard to reporting requirements and audits).

This provision is only of importance in that it does away with the requirement for the nameof the company to include the term “limited”. Other than this, it is of no actual relevant importance, as all other requirements of limited liability companies have to be complied with.Whereas companies may be registered for non-profit objects, this is not a common occurrence in Kenya as the companies are nevertheless obliged to be run as other ‘for profit’ companies. They are required to file annual returns, required to have directors and a company secretary and are subject to taxes like any other ‘for profit’ company.

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Community Based Organizations (CBOs) Umder Kenya Company Law

Community based organizations are administered in Kenya by the Department of Social Services under the Ministry of Culture and Social Services.The civic organizations ordinarily registered under this option consist of community groups operating in fairly limited administrative areas such as locations and divisions within the district.The majority of such organizations are self-help groups that are involved in commercial or developmental activities for the benefit of a community in a geographical area.Such organizations operate in a relatively ad-hoc manner and do not have a constitution or any rules that govern them.enewal of the registration is required to be made annually, although the District Social Development office rarely enforces this requirement.Whereas CBOs are not registered as societies under the Societies Act, where the activities of a particular CBO is deemed by the Registrar of Societies to be of a nature requiring that it be registered as a society, then he may, by notice, require that the CBO concerned apply for registration as a society under the Act.

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Companies with Unlimited Liability under Kenya Company Law

Under the Kenya company law,a company may be registered as an unlimited liability company, in which case there is no limitationof the members’ liability for the debts of the company. Such companies are not often formed today. The company is obliged to register articles with the memorandum of association. The articles must state the number of members with which the companyproposes to be registered and, if the company has a share capital, the amount of the share capital. The name will not, of course, include the word ‘limited’ and there will be no limitation of liability clause in the memorandum.If the company has a share capital it must make an annual return like any other limited liability company. If the company has no share capital, it must make returns similar to that made by a company limited by guarantee that has no share capital (as had been earlier defined).

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Public Limited Companies Under Kenya Company Law

Public limited companies under Kenya company law are registered companies that have a minimum number of seven members. Most public companies are initially private companies that are subsequently converted to public companies when they invite members of the public to subscribe to their shares and debentures.

There is a requirement under the Companies Act that when the membership of a private company exceeds fifty, then it must convert to a public company.Public companies are seldom used except in the case of companies quoted on the NairobiStock Exchange and for purposes related to the control of dealings in agricultural land. Even then, it is usual to incorporate as a private company and convert subsequently.

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