The Corporations Sole (Establishment) Act

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CHAPTER 119
THE CORPORATIONS SOLE
(ESTABLISHMENT) ACT
[PRINCIPAL LEGISLATION]
Arrangement of Sections
Section Title
1. Short title.
2. Interpretation.
3. President may designate any public office to be corporation sole.
4. Functions of corporation sole.
5. Financial provisions.
6. Corporation sole to be specified company.
7. Regulations.

office to be corporation sole.
4. Functions of corporation sole.
5. Financial provisions.
6. Corporation sole to be specified company.
7. Regulations.

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CHAPTER 119
THE CORPORATIONS SOLE (ESTABLISHMENT) ACT
An Act to enable the President to establish corporations sole to facilitate
the more efficient carrying on of commercial or industrial enterprises by
public department. [23rd August, 1974]
Acts Nos. 23 of 1974
3 of 2023
1. This Act may be cited as the Corporations Sole
(Establishment) Act. 2. In this Act unless the context otherwise require, “Minister”
in relation to any corporation sole, means the Minister
responsible for the department for which the corporation sole
is established. 3.–(1) Where the President is of the opinion that, it is expedient
or desirable to establish a corporation sole in order to facilitate
the carrying on of any commercial or industrial enterprise by
a public department he may, by order published in the Gazette,
designate any public office to be a corporation sole.

rcial or industrial enterprise by
a public department he may, by order published in the Gazette,
designate any public office to be a corporation sole.

(2) Every order made under subsection (1) shall specify
the public department in relation to which the corporation
is established and may specify the commercial or industrial
enterprise which may be carried on by the corporation. (3) Where any public office is designated to be a corporation
sole, the public officer for the time being holding or acting in
the public office shall have and may exercise all the powers of
a corporation sole. (4) Every corporation sole established by an order under
this section shall-
(a) have perpetual succession and a common seal;
Short title
Interpretation
President may
designate any
public office to be
corporation sole

on shall-
(a) have perpetual succession and a common seal;
Short title
Interpretation
President may
designate any
public office to be
corporation sole

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THE CORPORATIONS SOLE (ESTABLISHMENT) ACT [CAP. 119 R.E. 2023]
(b) in its corporate name be capable of suing and being
sued; and
(c) subject to the provisions of this Act and any order
made by the President in that behalf, be capable of
purchasing and otherwise acquiring and of alienating
any property, movable or immovable. 4.–(1) Every corporation sole shall carry on the commercial
or industrial enterprise which it is authorised to carry on in an
efficient manner and in accordance with the best mercantile
tradition and may-
(a) do anything or enter into any transaction which in
its opinion is calculated to facilitate the proper and
efficient carrying on of its activities and the proper
exercise of its functions; and
(b) do all other acts and things which may be necessary to
uphold and support the credit of the corporation and
to obtain and justify public confidence, and to avert or
minimise any loss to the corporation.

to
uphold and support the credit of the corporation and
to obtain and justify public confidence, and to avert or
minimise any loss to the corporation.

(2) The Minister responsible for the public department in
relation to which a corporation sole is established may give
the corporation any directions of a general or specific nature
which he considers fit and the corporation shall give effect to
every such direction. 5.–(1) The funds and resources of a corporation sole shall be-
(a) any sums which may be provided by Parliament either
by way of loan or grant;
(b) any sums of money which the corporation may borrow;
and
(c) any sums of money or other property which may in any
manner become payable to or vested in the corporation
sole by any written law or incidental to the carrying out
of its functions. Functions of
corporation sole
Financial
provisions
Act No. 3 of 2023 s. 4

sole by any written law or incidental to the carrying out
of its functions. Functions of
corporation sole
Financial
provisions
Act No. 3 of 2023 s. 4

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THE CORPORATIONS SOLE (ESTABLISHMENT) ACT [CAP. 119 R.E. 2023]
(2) A Corporation Sole shall not borrow any sum of money
from any person other than the Government, or any financial
institution subject to the provisions of the Government Loans,
Guarantees Act:
Provided that, a person lending money to a Corporation
Sole shall not be bound to enquire whether the provisions of
this subsection have been complied with. (3) Not less than two months before the beginning of
any financial year (other than the first financial year), every
corporation sole shall cause to be prepared and submit to the
Minister and the Treasury Registrar a detailed budget (in this
Act called the annual budget) of the amounts respectively-
(a) expected to be received; and
(b) expected to be disbursed,
by the corporation sole during that financial year.

udget) of the amounts respectively-
(a) expected to be received; and
(b) expected to be disbursed,
by the corporation sole during that financial year.

(4) Where in any financial year a corporation sole requires
to make any disbursement not provided for or of an amount in
excess of the amount provided for, in the annual budget for that
year, it shall submit to the Minister and the Treasury Registrar,
a supplementary budget detailing that disbursement. (5) The annual budget and every supplementary budget
shall be in the form and include the details which the Treasury
Registrar may direct. (6) The Minister shall, upon receipt of the annual budget
or any supplementary budget and after consultation with the
Treasury Registrar, approve or disapprove the same or may
approve subject to any amendments which he may deem fit. (7) Where the Minister has approved any annual budget
or supplementary budget, the budget, as amended by him,
shall be binding on the corporation sole, which shall, subject
to the provisions of subsection (8), confine its disbursements
within the items and the amounts contained in the applicable
estimates as approved by the Minister. Cap. 134

subsection (8), confine its disbursements
within the items and the amounts contained in the applicable
estimates as approved by the Minister. Cap. 134

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THE CORPORATIONS SOLE (ESTABLISHMENT) ACT [CAP. 119 R.E. 2023]
(8) A corporation sole may-
(a) with the sanction in writing of the Minister and
of the Treasury Registrar, make a disbursement
notwithstanding that the disbursement is not provided
for in any budget;
(b) from the amount of expenditure provided for in any
budget in respect of any item, transfer a sum not
exceeding ten thousand shillings to any other item
contained in the budget; and
(c) adjust expenditure limits to take account of commercial
and climatic changes not reasonably foreseeable at the
time the budget was prepared, subject to submitting a
supplementary budget to the Minister and the Treasury
Registrar within two months of such alteration of
expenditure limits becoming necessary.

tting a
supplementary budget to the Minister and the Treasury
Registrar within two months of such alteration of
expenditure limits becoming necessary.

(9) In this section “financial year” in relation to any
corporation sole means the period commencing on the first
day of July in any year and expiring on the thirtieth day of June
in the following year:
Provided that, the first financial year of a corporation sole
shall commence on the date on which it is established and shall
expire on the thirtieth day of June in the following year. 6. Every Corporation Sole established under this Act shall
be deemed to be specified in Part II of the Schedule to the
Companies (Regulations of Dividends and Surplus and
Miscellaneous Provisions) Act, and that Act shall apply to
corporations sole accordingly. 7. The Minister responsible for finance may make regulations
regulating the administration of the funds and resources of
corporations sole. Corporation sole
to be specified
company
Act No. 22 of 1972
Regulations

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