Any Company having share capital may alter its Nominal share capital by increasing its share capital by way of a Special resolution of the company. An increase of Nominal or authorized capital may be done for many reasons Eg. Increase on investment, addition of shareholders, increase of the value of the company etc..
How to Increase the Nominal capital of a company in Kenya.
The change in the authorized or Nominal capital of a Kenyan company may only be done through a company resolution on a General meeting of the company in accordance with the Company Articles of Association.
Passing a resolution of the company. The board of the company shall in a General Meeting of the company pass an ordinary or Special resolution to Increase the Nominal capital of the company. Such a resolution shall be passed by the shareholders of the company in compliance to the Articles of association of the company and with the prescribed quorum.
Upon passing of the resolution, the authorized officials shall execute Form CR19 -Notice of Special / Ordinary resolutions highlighting the date of the resolution and the nature of resolution.
Minutes of the resolution. The authorized officials of the company shall draft Minutes of the General Meeting in which the resolution to increase the capital of the company was held. The minutes shall indicate the nature or resolutions made and witnessed by the shareholders.
Statement of Increase of Nominal Capital. Once the Resolution is passed, a Form Statement of Increase of Nominal Capital is prepared to be filed alongside with the resolutions and minutes of the company.
Stamp Duty. Stamp duty of 1% of the value of the additional share capital is paid to the registrar of Stamp duty as the Lands office.
Filing of Notice of Increase of Nominal Capital. Upon completion of the process Form 204, Notice of Increase of Nominal capital is filled out to Notify the Registrar of the proposed resolution and changes to the Nominal capital of the company. The Notification has to be filed within thirty days of passing of such Resolution.
The Notification is generally filed alongside the rest to the documents related to the Increase.