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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