Related documents
- Is amended by 24th Annual Supplement
LAWS OF KENYA
CAPITAL MARKETS ACT
THE CAPITAL MARKETS (REGISTERED VENTURE CAPITAL COMPANIES) REGULATIONS
LEGAL NOTICE 183 OF 2007
- Published in Kenya Gazette Vol. CIX—No. 74 on 26 October 2007
- Commenced on 26 October 2007
- [Revised by 24th Annual Supplement (Legal Notice 221 of 2023) on 31 December 2022]
Part I – PRELIMINARY
1. Citation
These Regulations may be cited as the Capital Markets (Registered Venture Capital Companies) Regulations.2. Interpretation
In these Regulations, unless the context otherwise requires—"affiliate" means any subsidiary or holding company of such registered venture capital company and any subsidiary of such holding company;"captive fund" means a fund which draws all its investment capital from the parent company of the registered venture capital company holding that fund and invests such capital for the interests of that parent company, or a fund that has such other comparable structure acceptable to the Authority;"close relation" means a spouse, parent, sibling, child, father-in-law, son-in-law, daughter-in-law, mother-in-law, brother-in-law, sister-in-law, grand child or spouse of a grandchild;"day" means any calendar day excluding Saturdays, Sundays and public holidays;"fund" means the pool of capital held by a registered venture capital company for investment in venture capital, in accordance with a specifically declared investment policy;"fund manager" means a company that manages the funds and investments of a registered venture capital company;"fund of funds" means a fund (as defined) that exclusively invests in other venture capital companies;"Income Tax Rules" means the Income Tax (Venture Capital Company) Rules (sub. leg);"independent director" means a director who—Part II – ELIGIBILITY
3. Eligibility Requirements
A venture capital company shall be entitled upon making an application to the Authority in the prescribed form and on payment of the prescribed fee to be registered under these Regulations as a registered venture company if it has—Part III – REGISTRATION
4. Application
An application for registration shall be made by a venture capital company in the prescribed form set out in the First Schedule and shall be accompanied by the following—5. Certificate of Registration
6. Fees
7. Letter of no objection
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. Eligible venture capital entreprises
Part V – FUND MANAGERS
9. Approval of fund manager
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.10. Obligations of the fund manager
Notwithstanding the provisions of any management agreement, the fund manager shall—11. Resignation of the fund manager
12. Removal of fund manager
A fund manager shall be removed—13. Hand-over to new fund manager
A fund manager shall within fourteen days of the date of resignation or removal deliver to the registered venture capital company and copy to the Authority all information and documents relating to its contractual duties including—14. Appointment of new fund manager
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.Part VI – FUND RAISING
15. Prohibition on offers to the public
A registered venture capital company shall not raise funds by way of offers to the public.16. Filing of placement memorandum
A registered venture capital company shall file the placement memorandum with the Authority at least thirty days before publication.17. Private placements
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. Placement returns
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. Records to be maintained by Fund Manager
20. Quarterly Returns
Each fund manager shall within one month after the end of each quarter (including the last quarter of the financial year), file with the Authority a return that includes the following information—21. Annual Returns
22. Additional information
Notwithstanding the foregoing, the Authority may require such further information as it may deem necessary.Part VIII – DEREGISTRATION
23. Deregistration
The Authority may de-register a registered venture capital company where—24. Notification of Commissioner of Income Tax and publication
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.Part IX – MISCELLANEOUS
25. Transition provision
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. Extension of transition period
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. Deregistration on expiry of transition period
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 Regulations28. Prohibition on investing in related parties
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. Verification of source of funds
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. Disclosure of registration
A registered venture company shall ensure that it includes in its written communications a statement that it is registered by the Capital Markets Authority.History of this document
31 December 2022 this version
Revised by
24th Annual Supplement
26 October 2007
Commenced