The Capital Markets (Registered Venture Capital Companies) Regulations

These Regulations may be cited as the Capital Markets (Registered Venture Capital Companies) Regulations.

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Jurisdiction: Kenya
Instrument: Notice
Citation: Legal Notice 183 of 2007
Version: Undated source snapshot
Language: en

Source attribution: Source: Kenya Law

Statute overview

About this statute

These Regulations may be cited as the Capital Markets (Registered Venture Capital Companies) Regulations. Section is not and has not been in the employment of the registered venture capital company in an executive capacity within the five year period preceding the date of application; Must be duly incorporated under the Companies Act (Cap. 486) as a company limited by shares. An application must include a certified copy of the applicant's certificate of incorporation or certificate of compliance. The Authority may register applicants who meet registration requirements and issue a certificate in the Second Schedule; the certificate remains in force until revoked by the Authority.

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Provisions of The Capital Markets (Registered Venture Capital Companies) Regulations

Showing 30 of 30

Part I

PRELIMINARY

1
PRELIMINARY - 1. Citation

AI-assisted research summary: These Regulations may be cited as the Capital Markets (Registered Venture Capital Companies) Regulations.

Section 1. Citation Section These Regulations may be cited as the Capital Markets (Registered Venture Capital Companies) Regulations.
2
PRELIMINARY - 2. Interpretation

AI-assisted research summary: Section is not and has not been in the employment of the registered venture capital company in an executive capacity within the five year period preceding the date of application;

Section 2. Interpretation Section is not and has not been in the employment of the registered venture capital company in an executive capacity within the five year period preceding the date of application;

Part II

ELIGIBILITY

3
ELIGIBILITY - 3. Eligibility Requirements

AI-assisted research summary: Must be duly incorporated under the Companies Act (Cap. 486) as a company limited by shares.

Section 3. Eligibility Requirements Section been duly incorporated under the Companies Act ( Cap. 486 ) as a company limited by shares;

Part III

REGISTRATION

4
REGISTRATION - 4. Application

AI-assisted research summary: An application must include a certified copy of the applicant's certificate of incorporation or certificate of compliance.

Section 4. Application Section a certified copy of the applicant's certificate of incorporation or certificate of compliance;
5
REGISTRATION - 5. Certificate of Registration

AI-assisted research summary: The Authority may register applicants who meet registration requirements and issue a certificate in the Second Schedule; the certificate remains in force until revoked by the Authority.

Section 5. Certificate of Registration Section 5(1) The Authority may, on satisfying itself that an applicant meets the requirements for registration, register the applicant and issue a certificate of registration in the form set out in the Second Schedule. Section 5(2) The certificate of registration issued under this Regulation shall remain in force until it is revoked by the Authority.
6
REGISTRATION - 6. Fees

AI-assisted research summary: Registered venture capital companies must pay prescribed approval fees on registration; each fund must pay an annual prescribed fee, except that no annual fee is payable in the year of registration.

Section 6. Fees Section 6(1) Upon registration, the registered venture capital company shall pay the prescribed approval fees in respect of itself and each of its funds. Section 6(2) Every fund of the registered venture company shall pay the prescribed annual fee each year, provided that no annual fee shall be payable in the year of registration.
7
REGISTRATION - 7. Letter of no objection

AI-assisted research summary: The registered venture capital company must not change its shareholders, directors or fund manager unless it has received a written confirmation that the Authority has no objection.

Section 7. Letter of no objection Section The registered venture capital company shall not change its shareholders, directors or fund manager unless it has received a written confirmation stating that the Authority has no objection to the proposed change.

Part IV

INVESTMENTS

8
INVESTMENTS - 8. Eligible venture capital entreprises

AI-assisted research summary: Investment in an eligible venture capital enterprise includes investments in a company or person associated or acting in concert with an eligible venture capital enterprise.

Section 8. Eligible venture capital entreprises Section 8(1) For purposes of these Regulations, investment in an eligible venture capital enterprise shall include investments in a company or person associated or acting in concert with an eligible venture capital enterprise. Section 8(2)(a) trading in real property; Section 8(2)(b) banking and financial services; Section 8(2)(c) retail and wholesale trading services.

Part IX

MISCELLANEOUS

25
MISCELLANEOUS - 25. Transition provision

AI-assisted research summary: Venture capital companies registered before the Regulations commenced must comply with the Regulations within twelve months of commencement.

Section 25. Transition provision Section Any venture capital company registered prior to the commencement date of these Regulations shall within twelve months of the commencement of these Regulations comply with these Regulations.
26
MISCELLANEOUS - 26. Extension of transition period

AI-assisted research summary: The Authority may extend the compliance period by up to twelve months on request from a venture capital company registered before these Regulations began.

Section 26. Extension of transition period Section The Authority may extend the period of compliance further for a period of not more than twelve months upon request of a venture capital company registered prior to the commencement of these Regulations.
27
MISCELLANEOUS - 27. Deregistration on expiry of transition period

AI-assisted research summary: The Authority may deregister any registered venture capital company that has not complied with these Regulations upon expiry of the transition period.

Section 27. Deregistration on expiry of transition period Section Upon the expiry of the twelve months under Regulation 25 or the extended period under Regulation 26, as the case may be, the Authority may deregister any registered venture capital company that has not complied with these Regulations
28
MISCELLANEOUS - 28. Prohibition on investing in related parties

AI-assisted research summary: A registered venture capital company must not lend to, invest in, provide finance to, act as guarantor for, or otherwise be exposed to its directors, affiliate companies, or companies in which its directors or their close relations hold a substantial interest.

Section 28. Prohibition on investing in related parties Section A registered venture capital company shall not lend to, invest in, provide finance to, act as a guarantor to or otherwise be exposed to any of its directors, affiliate companies or companies in which any of its directors and or their close relations hold a substantial interest.
29
MISCELLANEOUS - 29. Verification of source of funds

AI-assisted research summary: A registered venture capital company must take all reasonable measures to verify the sources of its funds and its investments to prevent their use as a conduit for criminal or socially undesirable activities, including money laundering and corruption.

Section 29. Verification of source of funds Section A registered venture capital company shall take all reasonable measures to verify the sources of its funds as well as its investments to ensure it is not used as a conduit for funds sourced from or to be applied to criminal or socially undesirable activities including but not limited to money laundering and corruption.
30
MISCELLANEOUS - 30. Disclosure of registration

AI-assisted research summary: Registered venture companies must include in their written communications a statement that they are registered by the Capital Markets Authority.

Section 30. Disclosure of registration Section A registered venture company shall ensure that it includes in its written communications a statement that it is registered by the Capital Markets Authority.

Part V

FUND MANAGERS

10
FUND MANAGERS - 10. Obligations of the fund manager

AI-assisted research summary: The fund manager must ensure a prudent investment policy is in place for each fund.

Section 10. Obligations of the fund manager Section ensure that a prudent investment policy is in place in respect of each fund;
11
FUND MANAGERS - 11. Resignation of the fund manager

AI-assisted research summary: A fund manager may resign by giving written notice to the company's board and copying the Authority, stating reasons.

Section 11. Resignation of the fund manager Section 11(1) A fund manager may resign by giving a written notice to the board of directors of the registered venture capital company and copied to the Authority stating the reasons for the resignation. Section 11(2) The notice period shall be one month or such longer period as may have been stipulated in the management agreement.
12
FUND MANAGERS - 12. Removal of fund manager

AI-assisted research summary: A fund manager is removed immediately upon the suspension or revocation of its licence by the Authority.

Section 12. Removal of fund manager Section immediately upon the suspension or revocation of its licence by the Authority or
13
FUND MANAGERS - 13. Hand-over to new fund manager

AI-assisted research summary: Hand-over to new fund manager and statements pertaining to all the funds under its management.

Section 13. Hand-over to new fund manager Section statements pertaining to all the funds under its management;
14
FUND MANAGERS - 14. Appointment of new fund manager

AI-assisted research summary: The board of directors of the registered venture must, within one month after the fund manager resigns or is removed, appoint another fund manager and within seventy two hours of that appointment send the Authority a certified letter of consent and provide a copy of the management agreement.

Section 14. Appointment of new fund manager Section The board of directors of the registered venture shall within one month of the resignation or removal of the fund manager, appoint another fund manager and shall within seventy two hours of the appointment forward to the Authority a certified copy of the fund manager's letter of consent to appointment in the prescribed form set out in Fourth Schedule and provide the Authority with a copy of the management agreement with the new fund manager.
9
FUND MANAGERS - 9. Approval of fund manager

AI-assisted research summary: No person may act or be appointed as a fund manager for a registered venture capital company or its funds unless approved by the Authority.

Section 9. Approval of fund manager Section No person shall act or be appointed as a fund manager for the purposes of a registered venture capital company or any of its funds unless such person is duly approved by the Authority to manage venture capital funds.

Part VI

FUND RAISING

15
FUND RAISING - 15. Prohibition on offers to the public

AI-assisted research summary: A registered venture capital company is prohibited from raising funds by offers to the public.

Section 15. Prohibition on offers to the public Section A registered venture capital company shall not raise funds by way of offers to the public.
16
FUND RAISING - 16. Filing of placement memorandum

AI-assisted research summary: A registered venture capital company must file the placement memorandum with the Authority at least thirty days before publication.

Section 16. Filing of placement memorandum Section A registered venture capital company shall file the placement memorandum with the Authority at least thirty days before publication.
17
FUND RAISING - 17. Private placements

AI-assisted research summary: Registered venture capital companies seeking to raise funds must publish a placement memorandum containing details of the terms and conditions on which funds will be raised from investors.

Section 17. Private placements Section A registered venture capital company seeking to raise funds shall publish a placement memorandum which shall contain details on the terms and conditions on which funds are to be raised from investors.
18
FUND RAISING - 18. Placement returns

AI-assisted research summary: Section A registered venture capital companies must file returns of funds raised to the Authority within fourteen days after the offer closes.

Section 18. Placement returns Section A registered venture capital company shall make returns of the funds raised to the Authority within fourteen days of the close of the offer.

Part VII

CONTINUING REPORTING OBLIGATIONS

19
CONTINUING REPORTING OBLIGATIONS - 19. Records to be maintained by Fund Manager

AI-assisted research summary: The fund manager must keep books of account and maintain records that accurately reflect the affairs of the funds under its management.

Section 19. Records to be maintained by Fund Manager Section 19(1) The fund manager shall keep books of account and maintain records that accurately reflect the affairs of the funds under its management. Section 19(2) Every record shall be preserved for at least seven years after the completion of the transaction to which it relates.
20
CONTINUING REPORTING OBLIGATIONS - 20. Quarterly Returns

AI-assisted research summary: Quarterly returns must include details of any investments made by each fund under its management during the quarter and the consideration paid for those investments.

Section 20. Quarterly Returns Section details of any investments made by each fund under its management during the quarter, and the consideration paid for those investments; and
21
CONTINUING REPORTING OBLIGATIONS - 21. Annual Returns

AI-assisted research summary: Registered venture capital companies must include specified information in annual returns, including shareholder and director details, changes in shareholding and board composition, audited accounts, proposed changes to Regulation 4 or the investment policy, and details of investments and disposals.

Section 21. Annual Returns Section 21(1)(a) name and address of each shareholder (including details of any beneficial interests) of the registered venture capital company and details of their investment; Section 21(1)(b) changes in shareholding in the financial year; Section 21(1)(c) names and address of' each director of the registered venture capital company; Section 21(1)(d) changes in the board of directors of the registered venture capital company within the year; and Section 21(1)(e) annual audited accounts of the registered venture capital company for that financial year. Section 21(2)(a) proposed changes in information specified under Regulation 4 or the investment policy; and Section 21(2)(b) the level of investment in each eligible venture capital enterprise and the return thereon; and Section 21(2)(b)(i) the level of investment in each eligible venture capital enterprise and the return thereon; and Section 21(2)(b)(ii) disposals of investments during that year including any profits derived or losses incurred from that disposal.
22
CONTINUING REPORTING OBLIGATIONS - 22. Additional information

AI-assisted research summary: The Authority may require such further information as it deems necessary.

Section 22. Additional information Section Notwithstanding the foregoing, the Authority may require such further information as it may deem necessary.

Part VIII

DEREGISTRATION

23
DEREGISTRATION - 23. Deregistration

AI-assisted research summary: The board of directors of the registered venture capital company requests in writing that the venture capital company be deregistered.

Section 23. Deregistration Section the board of directors of the registered venture capital company requests in writing that the venture capital company be deregistered;
24
DEREGISTRATION - 24. Notification of Commissioner of Income Tax and publication

AI-assisted research summary: The Authority must notify the Commissioner of Income Tax within five days of deregistration of a registered venture capital company and must publish the deregistration in the Gazette within thirty days.

Section 24. Notification of Commissioner of Income Tax and publication Section The Authority shall within five days of de-registration of a registered venture capital company notify the Commissioner of Income Tax and within thirty days publish the deregistration in the Gazette .

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