Companies Act

Section 1. Short title and commencement Section 1(1) This Act may be cited as the Companies Act. Section 1(2) This section comes into operation on the date on which this Act is published in Gazette . Section 1(3) The Cabinet Secretary shall, by notice ("notice in writing;") published in the Gazette , bring into operation the remaining provisions of this Act on such date or such different dates as the Cabinet Secretary appoint. Section 1(4) If the Cabinet Secretary has failed to bring all of the remaining provisions into operation within nine months after the date on which this section has come into operation, the Parliament may, by resolution of each of its Houses, bring into operation such of those provisions as have not yet been commenced.

Section 2. Objects of this Act Section The objects of this Act are to facilitate commerce, industry and other socio-economic activities by enabling one or more natural persons to incorporate as entities with perpetual succession, with or without limited liability, and to provide for the regulation of those entities in the public interest, and in particular in the interests of their members and creditors.

Section 3. Interpretation of provisions of this Act Section 3(1) In this Act, unless the context otherwise requires— “address” includes— (a) a fax number, e-mail address or any other electronic address used for the purposes of sending or receiving documents or information by electronic means ; and (b) a postal and physical address; “administrator” , in relation to a company, means an administrator appointed under the laws relating to insolvency; "allotted share capital" , in relation to a company, means shares of the company ("the company whose shares are the subject of a takeover offer;") that have been allotted; "approved securities exchange" means a securities exchange approved by the Capital Markets Authority ("the Capital Markets Authority;") in accordance with the Capital Markets Act ( Cap. 485A ); “articles” means the articles of association of a company; “associate” — (a) in relation to a natural person means— (i) that person's spouse or child; (ii) a body corporate of which that person is a director ("a former director;") ; and (iii) an employee or partner of that person; (b) in relation to a body corporate means— (i) a body corporate of which that body corporate is a dire...

Section 4. Provisions supplementing definition of “holding company” insection 3 Section 4(1) For the purposes of paragraph (a) of the definition of "holding company" in section 3 (1), a company controls the composition of another company's board of directors if it has power to appoint or remove all, or a majority, of that other company's directors without any other person's consent. Section 4(2)(a) without the exercise of the power in a person's favour by the company ("the company whose shares are the subject of a takeover offer;") , the person cannot be appointed as a director ("a former director;") of that other company; or Section 4(2)(b) it necessarily follows from a person being a director ("a former director;") or other officer of the company ("the company whose shares are the subject of a takeover offer;") that the person is appointed as a director ("a former director;") of that other company. Section 4(3) In paragraph (c) of that definition, a reference to a company's issued share capital excludes any part of it that carries no right to participate beyond a specified amount in a distribution of profits or capital. Section 4(4)(a) if any share is held, or any power is exerci...

Section 5. Limited companies Section For the purposes of this Act, a company is a limited company if it is a company limited by shares or by guarantee.

Section 6. Companies limited byshares Section 6(1) For the purposes of this Act, a company is a company limited by shares if the liability of its members is limited by the company ("the company whose shares are the subject of a takeover offer;") 's articles to any amount unpaid on the shares held by the members. Section 6(2) For the purposes of subsection (1) , the liability of the members of an existing company is taken to be limited by the company's articles to any amount unpaid on the shares held by the members if a condition of the memorandum of association of the company stating that the liability of the members is limited is regarded as a provision of the articles by virtue of section 70 .

Section 7. Companies limited by guarantee Section 7(1)(a) it does not have a share capital; Section 7(1)(b) the liability of its members is limited by the company ("the company whose shares are the subject of a takeover offer;") 's articles to the amount that the members undertake, by those articles , to contribute to the assets of the company ("the company whose shares are the subject of a takeover offer;") in the event of its liquidation; and Section 7(1)(c) its certificate of incorporate states that it is a company limited by guarantee. Section 7(2) Subsection (1) does not prohibit a company limited by guarantee from having a share capital if it was formed and registered before the commencement of this section.

Section 8. Unlimited companies Section there is no limit on the liability of its members; and

Section 9. Private companies Section 9(1)(a) restrict a member ("a member of a company;") 's right to transfer shares ; Section 9(1)(a)(i) restrict a member ("a member of a company;") 's right to transfer shares ; Section 9(1)(a)(ii) limit the number of members to fifty; and Section 9(1)(a)(iii) prohibit invitations to the public to subscribe for shares or debentures of the company ("the company whose shares are the subject of a takeover offer;") ; Section 9(1)(a)(iv) requires the consent of all members to add a new member ("a member of a company;") Section 9(1)(b) it is not a company limited by guarantee; and Section 9(1)(c) its certificate of incorporation states that it is a private company . Section 9(2)(a) a member ("a member of a company;") who is an employee of the company ("the company whose shares are the subject of a takeover offer;") ; and Section 9(2)(b) a person who was a member ("a member of a company;") while being an employee of the company ("the company whose shares are the subject of a takeover offer;") and who continues to be a member ("a member of a company;") after ceasing to be such an employee. Section 9(3) For the purposes of this section, two or more person...

Section 10. Public companies

Section 11. Method of forming company Section 11(1)(a) subscribe their names to a memorandum of association; and Section 11(1)(b) comply with the requirements of sections 13 to 16 with respect to registration. Section 11(2) A company formed for an unlawful purpose may not be registered.

Section 12. Memorandum of association Section 12(1)(a) wish to form a company under this Act; and Section 12(1)(b) agree to become members of the company ("the company whose shares are the subject of a takeover offer;") and, in the case of a company that is to have a share capital, to take at least one share each. Section 12(2)(a) in the form prescribed by the regulations ("the companies general regulations made and in force under this Act, but does not, unless expressly provided, include the foreign companies regulations or savings and transitional regulations;") ; and Section 12(2)(b) authenticated by each subscriber.

Section 13. Registration documents Section 13(1)(a) an application for registration of the company ("the company whose shares are the subject of a takeover offer;") that complies with subsections (2) and (4) ; Section 13(1)(b) a memorandum of association of the company ("the company whose shares are the subject of a takeover offer;") ; and Section 13(1)(c) except as provided by section 21 , a copy of the proposed articles of association. Section 13(2)(a) the proposed name of the company ("the company whose shares are the subject of a takeover offer;") ; Section 13(2)(b) the proposed location of the registered office of the company ("the company whose shares are the subject of a takeover offer;") ; Section 13(2)(c) whether the liability of the members of the company ("the company whose shares are the subject of a takeover offer;") is to be limited, and if so whether it is to be limited by shares or by guarantee; and Section 13(2)(d) whether the company ("the company whose shares are the subject of a takeover offer;") is to be a private or a public company . Section 13(3) If the application for registration of a company is submitted by an agent for the subscribers to the memorandum o...

Section 14. Statement of capital and initial shareholdings Section 14(1) If the company ("the company whose shares are the subject of a takeover offer;") is to have a share capital, the applicants for registration shall ensure that the requisite statement of capital and initial shareholding comply with subsections (2) and (3) . Section 14(2)(a) the total number of shares of the company ("the company whose shares are the subject of a takeover offer;") to be taken on formation by the subscribers to the memorandum of association; Section 14(2)(b) the aggregate nominal value of those shares ; Section 14(2)(c) the particulars of the rights attached to the shares prescribed by the regulations ("the companies general regulations made and in force under this Act, but does not, unless expressly provided, include the foreign companies regulations or savings and transitional regulations;") for the purposes of this subsection; Section 14(2)(c)(i) the particulars of the rights attached to the shares prescribed by the regulations ("the companies general regulations made and in force under this Act, but does not, unless expressly provided, include the foreign companies regulations or savings and...

Section 15. Statement of guarantee Section 15(1) The applicant for registration of a company to be limited by guarantee shall ensure that the requisite statement of guarantee contains the prescribed information to enable the subscribers to the memorandum of association to be identified. Section 15(2)(a) paying the debts and liabilities ("duties;") of the company ("the company whose shares are the subject of a takeover offer;") contracted before the person ceases to be a member ("a member of a company;") ; Section 15(2)(b) paying the costs, charges and expenses of liquidation; and Section 15(2)(c) adjusting the rights of the contributories among themselves.

Section 16. Statement of proposed officers Section 16(1) The applicant for registration shall ensure that the requisite statement of the company ("the company whose shares are the subject of a takeover offer;") 's proposed officers complies with subsections (2) and (4) . Section 16(2)(a) the person who is, or persons who are, to be the first director ("a former director;") or directors of the company ("the company whose shares are the subject of a takeover offer;") ; Section 16(2)(b) in the case of a company that is to be a public company , the person who is or the persons who are to be the first secretary or joint secretaries of the company ("the company whose shares are the subject of a takeover offer;") ; and Section 16(2)(c) any person who is to be appointed as an authorised signatory of the company ("the company whose shares are the subject of a takeover offer;") . Section 16(3)(a) in the case of a director ("a former director;") , in the company ("the company whose shares are the subject of a takeover offer;") 's register of directors and register of directors' residential addresses; Section 16(3)(b) in the case of a secretary of a public company , in the company ("the compan...

Section 17. Registrar toregistercompany if requirements of Act are complied with Section If satisfied that an application for registration complies with the requirements of this Act relating to registration, the Registrar ("the person for the time being holding office as Registrar of Companies under;") shall register the company ("the company whose shares are the subject of a takeover offer;") and allocate to it a unique identifying number.

Section 18. Registrar to issue company with certificate of incorporation Section 18(1) On the registration of a company in accordance with section 17 , the Registrar shall issue to the company a certificate of incorporation that complies with this section. Section 18(2)(a) the name of the company ("the company whose shares are the subject of a takeover offer;") and its unique identifying number; Section 18(2)(b) the date of the company ("the company whose shares are the subject of a takeover offer;") 's incorporation; Section 18(2)(c) whether the company ("the company whose shares are the subject of a takeover offer;") 's liability is limited or unlimited, and if it is limited, whether it is limited by shares or by guarantee; and Section 18(2)(d) whether the company ("the company whose shares are the subject of a takeover offer;") a private or a public one. Section 18(3) The Registrar shall sign the certificate of incorporation and authenticate it with the Registrar ("the person for the time being holding office as Registrar of Companies under;") 's official seal. Section 18(4) The certificate is conclusive evidence that the requirements of this Act relating to registration have be...

Section 19. Effect of registration Section the subscribers to the memorandum, together with such other persons as may from time to time become members of the company ("the company whose shares are the subject of a takeover offer;") , become a body corporate by the name stated in the certificate of incorporation;

Section 16A. Statement of particulars of beneficial owners Section 16A(1) The applicant for registration shall ensure that the requisite statement of particulars of the company ("the company whose shares are the subject of a takeover offer;") 's beneficial owners complies with subsection (2) . Section 16A(2)(a) the required particulars of anyone who is a beneficial owner ; and Section 16A(2)(b) any other matters that, on incorporation, shall be required to be entered in the company ("the company whose shares are the subject of a takeover offer;") 's register of beneficial owners under this Act.

Section 20. Regulation may prescribe modelarticles Section 20(1) The regulations may prescribe model articles for companies. Section 20(2) Different versions of model articles may be prescribed for different descriptions of companies. Section 20(3) A company may adopt all or any of the provisions of a prescribed version of model articles . Section 20(4) An amendment to regulations prescribing a version of model articles does not affect a company registered before the amendment took effect.

Section 21. Default application of modelarticles Section 21(1)(a) if its articles are not registered; or Section 21(1)(b) if its articles are registered, in so far as they do not exclude or modify the relevant model articles , the relevant model articles , so far as applicable, form part of the company ("the company whose shares are the subject of a takeover offer;") 's articles in the same manner and to the same extent as if articles in the form of those articles had been duly registered. Section 21(2) In subsection (1) , "relevant model articles" means the model articles prescribed for a company of that kind in force on the date the company is registered.

Section 22. Amendment ofarticles Section A company may amend its articles only by special resolution.

Section 23. Effect of amendment ofarticleson company’s members Section 23(1)(a) requires the person to take or subscribe for more shares than the number held by the person at the date on which the amendment is made; or Section 23(1)(b) in any way increases the person liability as at that date to contribute to the company ("the company whose shares are the subject of a takeover offer;") 's share capital or otherwise to pay money to the company ("the company whose shares are the subject of a takeover offer;") . Section 23(2) Subsection (1) does not apply if the member agrees in writing, either before or after the amendment is made, to be bound by the amendment.

Section 24. Amendedarticlesto be sent to Registrar Section 24(1) If a company amends its articles , the company ("the company whose shares are the subject of a takeover offer;") shall lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a copy of the articles as amended not later than fourteen days after the resolution containing the amendment is passed. Section 24(2)(a) are applied by the articles ; or Section 24(2)(b) apply because of section 2 . Section 24(3) If a company fails to comply with subsection (1) , the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding two hundred thousand shillings. Section 24(4) If, after a company or any of its officers is convicted of an offence under subsection (3) , the company continues to fail to lodge an amended copy of its articles, the company, and each officer of the company who is in default, commit a further offence on each day on which the failure continues and on conviction are each liable to a fine not exceeding twenty thousand shillings for each such offence.

Section 25. Registrar’snoticeto comply in case of failure with respect to amendedarticles Section 25(1)(a) to lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") a document making or evidencing an amendment in the company ("the company whose shares are the subject of a takeover offer;") 's articles ; or Section 25(1)(b) to lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") a copy of the company ("the company whose shares are the subject of a takeover offer;") 's articles as amended, Section 25(2)(a) specify the date on which it is issued; and Section 25(2)(b) require the company ("the company whose shares are the subject of a takeover offer;") to comply with the notice ("notice in writing;") within twenty eight days from that date. Section 25(3) If a company fails to comply with a notice ("notice in writing;") under subsection (2) within the required period, the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not exceeding two hundred thousand shillings. Section 25(4) If, after a company or any of it...

Section 26. Existing companies provisions of memorandum treated as provisions ofarticles

Section 27. Copies of resolutions or agreements recorded by Registrar Section 27(1)(a) a copy of the resolution or agreement; or Section 27(1)(b) in the case of a resolution or agreement that is not in writing, a written memorandum setting out the terms of the resolution or agreement. Section 27(2)(a) a special resolution; Section 27(2)(b) a resolution or agreement agreed to by all the members of a company that, if not so agreed to, would not have been effective for its purpose unless passed as a special resolution; Section 27(2)(c) a resolution or agreement agreed to by all the members of a class of shareholders that, if not so agreed to, would not have been effective for its purpose unless passed by a particular majority or otherwise in a particular manner; Section 27(2)(d) a resolution or agreement that effectively binds all members of a class of shareholders though not agreed to by all those members; Section 27(2)(e) a resolution to give, vary, revoke or renew authority for the purposes of section 451 ; Section 27(2)(f) a resolution conferring, varying, revoking or renewing authority following market purchase of a company's own shares ; Section 27(2)(g) a resolution for volunta...

Section 28. Statement of company’s objects Section 28(1) Unless the articles of a company specifically restrict the objects of the company ("the company whose shares are the subject of a takeover offer;") , its objects are unrestricted. Section 28(2)(a) it shall lodge with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a notice ("notice in writing;") giving particulars of the amendment; Section 28(2)(b) on receipt of the notice ("notice in writing;") , the Registrar ("the person for the time being holding office as Registrar of Companies under;") shall register it; and Section 28(2)(c) the amendment is not effective until the notice ("notice in writing;") is recorded on the Register . Section 28(3) An amendment to the company ("the company whose shares are the subject of a takeover offer;") 's objects does not affect rights or obligations of the company ("the company whose shares are the subject of a takeover offer;") or render defective legal proceedings by or against it.

Section 29. Documents to be provided to members Section 29(1)(a) an up-to-date copy of the articles of the company ("the company whose shares are the subject of a takeover offer;") ; Section 29(1)(b) a copy of any resolution or agreement relating to the company ("the company whose shares are the subject of a takeover offer;") that has been recorded by the Registrar ("the person for the time being holding office as Registrar of Companies under;") under section 27 ; Section 29(1)(c) a copy of any court order under this Act that alters the company ("the company whose shares are the subject of a takeover offer;") 's constitution; Section 29(1)(d) a copy of any court order under Part XXXIV that sanctions a compromise or arrangement involving the company ("the company whose shares are the subject of a takeover offer;") or facilitating its reconstruction or amalgamation; Section 29(1)(e) copy of any court order under section 782 that alters the company's constitution; Section 29(1)(f) copy of the current certificate of incorporation of the company ("the company whose shares are the subject of a takeover offer;") and of any past certificates of incorporation; Section 29(1)(g) in the case o...

Section 30. Effect of company’s constitution Section 30(1) A company's constitution binds the company ("the company whose shares are the subject of a takeover offer;") and its members to the same extent as if the company ("the company whose shares are the subject of a takeover offer;") and its members had covenanted agreed with each other to observe the constitution. Section 30(2) Money payable by a member ("a member of a company;") to the company ("the company whose shares are the subject of a takeover offer;") under its constitution is recoverable in a court of competent jurisdiction as a debt due from the member ("a member of a company;") to the company ("the company whose shares are the subject of a takeover offer;") .

Section 31. Right to participate is profits otherwise than amemberis void Section In the case of a company limited by guarantee, a provision in the articles of the company ("the company whose shares are the subject of a takeover offer;") , or in a resolution of the company ("the company whose shares are the subject of a takeover offer;") , purporting to give a person a right to participate in the divisible profits of the company ("the company whose shares are the subject of a takeover offer;") otherwise than as a member ("a member of a company;") is void.

Section 32. Application to singlemembercompanies of enactment and rules of law Section Any enactment or rule of law applicable to companies formed by two or more persons or having two or more members applies with any necessary modification in relation to a company formed by one person or having only one person as a member ("a member of a company;") .

Section 33. Company’s capacity Section The validity of an act or omission of a company may not be called into question on the ground of lack of capacity because of a provision in the constitution of the company ("the company whose shares are the subject of a takeover offer;") .

Section 34. Power of directors to bind company Section 34(1) In favour of a person dealing with a company in good faith, the power of the directors to bind the company ("the company whose shares are the subject of a takeover offer;") , or authorise others to do so, is free of any is limitation contained in the company ("the company whose shares are the subject of a takeover offer;") 's constitution. Section 34(2)(a) a person deals with a company if the person is a party to a transaction or other act to which the company ("the company whose shares are the subject of a takeover offer;") is a party; and Section 34(2)(b) is not bound to enquire as to any limitation on the powers of the directors to bind the company ("the company whose shares are the subject of a takeover offer;") or to authorise others to do so; Section 34(2)(b)(i) is not bound to enquire as to any limitation on the powers of the directors to bind the company ("the company whose shares are the subject of a takeover offer;") or to authorise others to do so; Section 34(2)(b)(ii) is presumed to have acted in good faith unless the contrary is proved; and Section 34(2)(b)(iii) is not to be regarded as having acted in bad fa...

Section 35. Company contracts Section 35(1)(a) by a company, in writing; or Section 35(1)(b) on behalf of a company, by a person acting under its authority, express or implied. Section 35(2) Any formalities required by law for a contract made by a natural person also apply, unless a contrary intention appears, to a contract made by or on behalf of a company. [Act No. 1 of 2020 , s. 29.]

Section 36. Constitutional limitations: transactions involving directors or their associates Section 36(1) This section applies to a transaction if or to the extent that its validity depends on section 34 . Section 36(2) Nothing in this section precludes the operation of any other written law under which the transaction can be questioned or any liability to the company ("the company whose shares are the subject of a takeover offer;") may arise. Section 36(3)(a) a company enters into such a transaction; and Section 36(3)(b) a director ("a former director;") of the company ("the company whose shares are the subject of a takeover offer;") or of its holding company ; or Section 36(3)(b)(i) a director ("a former director;") of the company ("the company whose shares are the subject of a takeover offer;") or of its holding company ; or Section 36(3)(b)(ii) a person connected with any such director ("a former director;") , the transaction is voidable at the instance of the company ("the company whose shares are the subject of a takeover offer;") . Section 36(4)(a) to account to the company ("the company whose shares are the subject of a takeover offer;") for any gain the director ("a forme...

Section 37. Execution of documents Section 37(1) Deleted by ActNo. 1 of 2020, s. 30. Section 37(2)(a) by two authorised signatories; or Section 37(2)(b) by a director ("a former director;") of the company ("the company whose shares are the subject of a takeover offer;") in the presence of a witness who attests the signature. Section 37(3) A document in favour of a purchaser is effectively executed by a company if it purports to be signed in accordance with subsection (2) . Section 37(4) For purpose of subsection (3) , "purchaser" means a purchaser in good faith for valuable consideration, and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property. Section 37(5) If a document is to be signed by a person on behalf of more than one company, it is not effective for the purposes of this section unless the person signs it separately in each capacity. Section 37(6) A reference in this section to a document being, or purporting to be, signed by a director ("a former director;") or secretary is, if that office is held by a firm, to be read as a reference to its being, or purporting to be, signed by a natural person authorised by the firm...

Section 38.[Deleted by ActNo. 1 of 2020, s. 31.]

Section 39. Execution of deeds by companies Section 39(1)(a) duly executed by the company ("the company whose shares are the subject of a takeover offer;") ; and Section 39(1)(b) delivered as a deed ("a legal document that grants a right by transferring the right from one person to another;") . Section 39(2) For the purposes of subsection (1)(b) , a document is presumed to be delivered when it is executed, unless a contrary intention is proved.

Section 40. Execution of deeds or other documents by attorney Section 40(1) A company may, in writing, authorise person, either generally or in respect of specified matters, as its attorney to execute deeds or other documents on its behalf. Section 40(2) A deed ("a legal document that grants a right by transferring the right from one person to another;") or other document executed by a person authorised under subsection (1) has effect as if executed by the company.

Section 41. Authentication of documents Section A document or proceedings requiring authentication by a company is sufficiently authenticated by a signature of a person authorised by the company ("the company whose shares are the subject of a takeover offer;") to act on its behalf.

Section 42.[Deleted by ActNo. 1 of 2020, s. 32.]

Section 43.[Deleted by ActNo. 1 of 2020, 33.]

Section 44. Pre-incorporation contracts, deeds and obligations Section 44(1) A contract that purports to be made by or on behalf of a company at a time when the company ("the company whose shares are the subject of a takeover offer;") has not been formed has effect, subject to any agreement to the contrary, as a contract made with the person purporting to act for the company ("the company whose shares are the subject of a takeover offer;") or as agent for it, and the person is personally liable on the contract accordingly. Section 44(2) Subsection (1) applies to a deed as it applies to the making of a contract.

Section 45. Execution of bills of exchange and promissory notes by companies Section A bill of exchange or promissory note is binding on a company if made, accepted or endorsed in the name of, by or on behalf or on account, of the company ("the company whose shares are the subject of a takeover offer;") by a person acting under its authority.

Section 46. Company to have registered office Section A company shall at all times ensure that it has a registered office to which all communication and notices registered office may be addressed.

Section 47. Company tonotifychange ofaddressof registered office Section 47(1) A company may change the address of its registered office by lodging with the Registrar ("the person for the time being holding office as Registrar of Companies under;") for registration a notice ("notice in writing;") of the change. Section 47(2) The change of address takes effect only when it is registered by the Registrar ("the person for the time being holding office as Registrar of Companies under;") . Section 47(3) A person is entitled to serve a document on the company ("the company whose shares are the subject of a takeover offer;") at the previously registered address within fourteen days after the new address is registered by the Registrar ("the person for the time being holding office as Registrar of Companies under;") . Section 47(4)(a) to keep available for inspection at its registered office any records; or Section 47(4)(b) to state the address of its registered office in any document , Section 47(5)(a) makes the records available at other premises as soon as practicable; and Section 47(5)(b) gives notice ("notice in writing;") accordingly to the Registrar ("the person for the time being ho...

Section 122. Persons who are connected with adirectorfor purposes of this Part Section 122(1)(a) a member ("a member of a company;") of the director ("a former director;") 's family as defined in section 123 ; Section 122(1)(b) a body corporate with which the director ("a former director;") is connected as defined in section 124 ; Section 122(1)(c) the beneficiaries of which include the director ("a former director;") or a person who because of paragraph (a) or (b) is connected with the person; or Section 122(1)(c)(i) the beneficiaries of which include the director ("a former director;") or a person who because of paragraph (a) or (b) is connected with the person; or Section 122(1)(c)(ii) the terms of which confer a power on the trustees that may be exercised for the benefit of the director ("a former director;") or any such person, other than a trust for the purposes of an employees' share scheme or a pension scheme ("a scheme for the provision of benefits consisting of or including a pension, lump sum benefit, gratuity or other similar benefit given or to be given on the retirement or death, or in anticipation of the retirement of employees or former employees or, in connection w...

Section 123. Members of adirector’s family Section the director ("a former director;") 's spouse;