Doing Business in Kenya - RSM International

• Company must have prepared financial statements for the latest accountingperiod on a going concern basis and the audited report must not contain anyemphasis of matter or qualification/modification in this regard.• At the date of application, the company must not be in breach of any of its loancovenants particularly in regard to the maximum debt capacity.• For a period of at least 2 years prior to the date of the application, no directorof the company shall have any petition under bankruptcy or insolvency laws inany jurisdiction pending or threatened against the director (for individuals), orany winding-up petition pending or threatened against it (for corporate bodies);any criminal proceedings in which the director was convicted of fraud or anycriminal offence, nor be named the subject of pending criminal proceedings, orany other offence or action either within or outside Kenya; or been the subjectof any ruling of a court of competent jurisdiction or any governmental body inany jurisdiction, that permanently or temporarily prohibits such a director fromacting as an investment adviser or as a director or employee of a stockbroker,dealer, or any financial service institution or engaging in any type of businesspractice or activity in that jurisdiction.• Company must have suitable senior management with relevant experiencefor at least 1 year prior to the listing, none of whom shall have committed anyserious offence in any jurisdiction that may be considered inappropriate for themanagement of a listed company.• At least a third of the Board should be non-executive directors, and the companymust have a clear future dividend policy.• At least 25% of the shares must be held by not less than 1,000 shareholdersexcluding employees of the issuer.• In the case of a listing by introduction, the company shall ensure that theexisting shareholders, associated persons or such other group of controllingshareholders who have influence over management shall give an undertakingnot to sell their shareholding before the expiry of a period of 24 months followinglisting and such undertaking shall be disclosed in the Information Memorandum.• Company to be listed must have declared positive profits after tax attributableto shareholders in at least 3 of the last 5 completed accounting periods to thedate of the offer.• Company shall be solvent and have adequate working capital.8.2.2 Alternative Investments Market SegmentThe minimum eligibility conditions and listing requirements for the AIMS are:• Company seeking listing must be incorporated or registered as a public limitedliability company under the Companies Act (Cap 486).• Company must have a minimum authorised, issued and fully paid up shares ofShs 20,000,000 and net assets of Shs 20,000,000 before seeking listing.• The shares to be listed must be freely transferable and not subject to anyrestriction on their marketability or pre-emptive rights.DOING BUSINESS IN KENYA77