Definition & Meaning of the CR19 Form
The CR19 form is a legal document required under the Companies Act, 2015 in Kenya. It serves as a notice of special or ordinary resolution that must be lodged with the Registrar of Companies. This form is essential for companies that have passed resolutions affecting their structure or operations, such as changes in share capital or alterations to the company's constitution. The CR19 form ensures that these changes are officially recorded and recognized by the government.
For example, if a company decides to increase its share capital, it must file a CR19 form to notify the Registrar of this decision. This process helps maintain transparency and accountability in corporate governance.
How to Use the CR19 Form in Kenya
Using the CR19 form involves several steps to ensure compliance with legal requirements. First, the company must convene a meeting where the resolution is proposed and voted upon. Once the resolution is passed, the company secretary or authorized personnel must fill out the CR19 form with accurate details.
Key details to include on the form are:
- The name of the company
- The registration number
- The specific resolution being passed
- The date of the meeting
- The signatures of the directors or company secretary
After completing the form, it should be lodged with the Registrar within the stipulated time frame to avoid penalties.
How to Obtain the CR19 Form in Kenya
The CR19 form can be obtained from the official website of the Registrar of Companies in Kenya or directly from their offices. It is usually available as a downloadable PDF document, making it convenient for companies to access and print. Additionally, legal firms and corporate service providers may also supply the form to their clients.
It is advisable to ensure that the latest version of the form is used to avoid any issues during submission.
How to Fill Out the CR19 Form in Kenya
Filling out the CR19 form requires careful attention to detail. Each section of the form must be completed accurately. Begin with the company’s name and registration number, followed by the details of the resolution. Ensure that the resolution is clearly stated, as this is critical for the Registrar's understanding.
When completing the form, consider the following:
- Double-check all entries for accuracy.
- Ensure that the resolution aligns with the minutes of the meeting.
- Gather the necessary signatures to validate the form.
Inaccuracies or omissions can lead to delays or rejections, so thoroughness is essential.
Steps to Complete the CR19 Form in Kenya
Completing the CR19 form involves a systematic approach:
- Hold a meeting to discuss and pass the resolution.
- Document the minutes of the meeting, ensuring they reflect the resolution accurately.
- Download the CR19 form from the Registrar's website.
- Fill in the required details, including the company name, registration number, and resolution specifics.
- Obtain the necessary signatures from directors or the company secretary.
- Submit the completed form to the Registrar of Companies.
Following these steps will help ensure that the submission is processed smoothly.
Who Typically Uses the CR19 Form in Kenya
The CR19 form is primarily used by companies registered in Kenya, including limited liability companies and public corporations. It is particularly relevant for corporate secretaries, directors, and legal advisors who manage compliance and governance matters. Any company that intends to make significant changes to its structure or operations will typically need to utilize this form.
For instance, a company planning to amend its articles of association or increase its share capital would be required to file a CR19 form to formalize these changes.
Legal Use of the CR19 Form in Kenya
The CR19 form holds legal significance as it is mandated by the Companies Act, 2015. Filing this form ensures that the resolutions passed by a company are legally recognized and enforceable. Failure to submit the CR19 form can lead to legal complications, including penalties and the invalidation of the resolutions.
For example, if a company fails to file the CR19 after passing a resolution to change its share structure, it may face challenges in executing that change legally.
Key Elements of the CR19 Form in Kenya
Several key elements must be included in the CR19 form for it to be valid:
- Company Name: The full legal name of the company as registered.
- Registration Number: The unique identifier assigned to the company.
- Resolution Details: A clear description of the resolution passed.
- Date of Meeting: The date when the resolution was approved.
- Signatures: Signatures of the directors or company secretary to authenticate the form.
Each of these elements is crucial for the form's acceptance by the Registrar of Companies.
