Law of Persons

How does the law define a person and legal personality?

A person is an entity recognized by law as having defined rights and obligations[cite: 7]. Legal personality is the capacity to acquire rights and incur legal obligations[cite: 7].

What are the two main categories of legal persons?

1. Natural persons (human beings whose legal personality begins at birth and ends at death) 2. Artificial persons (corporations created by law with distinct legal personality)[cite: 7].

What are the key differences between natural persons and artificial persons?

Natural persons occur naturally, exist factually, and their rights/obligations generally end at death[cite: 7]. Artificial persons are fictitious creations of law with perpetual succession that do not die upon a member's death[cite: 7].

In what ways can a corporation be created in Kenya?

1. By Act of Parliament (Statutory Corporation) 2. By Presidential Charter (under Universities Act) 3. By Registration under the Companies Act[cite: 7].

What are the four recognized types of corporations under Kenyan law?

1. Corporation Sole (single office occupied by one human being, e.g., Public Trustee) 2. Statutory Corporation 3. Chartered Corporation 4. Corporation Aggregate / Registered Corporation[cite: 7].

How are companies classified based on the liability of their members?

1. Companies limited by shares (liability limited to unpaid share value) 2. Companies limited by guarantee (liability limited to pledged amount on winding up) 3. Unlimited liability companies[cite: 7].

What are the statutory defining characteristics of a private company?

1. Restricts the transfer of shares 2. Membership ranges from 1 to 50 3. Prohibits public invitation to subscribe for shares[cite: 7].

What are the core characteristics of a public company?

1. Shares are freely transferable 2. Minimum 7 members with no maximum limit 3. Can invite the public to subscribe for shares[cite: 7].

What are the main advantages of a private company over a public company?

1. Can be formed by 1 person (vs. 7) 2. Can start business immediately on incorporation 3. Requires only 1 director (vs. 2) 4. Not required to hold AGMs or publish financial statements[cite: 7].

What fundamental legal principle was established in Salomon v. Salomon & Co. Ltd.?

A registered company has a separate legal personality distinct from its members and shareholders; corporate debts and rights belong to the company, not its individual owners[cite: 7].

What are the key legal consequences and advantages of incorporating a company?

1. Separate legal personality 2. Limited liability 3. Perpetual succession 4. Capacity to own property in its own name 5. Capacity to sue and be sued 6. Wider capital base[cite: 7].

What are the primary disadvantages of company incorporation?

1. Numerous legal formalities 2. Undue publicity of financial affairs and records 3. High costs of formation/maintenance 4. Higher corporate taxation 5. Lack of direct management by non-director members[cite: 7].

What is an unincorporated association and what are its key features?

An association of persons formed for a common purpose without independent legal personality[cite: 7]. Features: joint/trustee property ownership, unlimited liability for members, and inability to sue in its own name[cite: 7].

How do trade unions and registered societies differ from standard unincorporated associations regarding legal capacity?

Trade unions can sue/be sued and enter contracts in their registered name with property held by trustees[cite: 7]. Societies (defined under Societies Act) generally sue/be sued through principal officers[cite: 7].

What is the difference between nationality and citizenship?

Nationality is an ethnic/racial concept denoting an individual's place of birth/origin that cannot be changed[cite: 7]. Citizenship is a legal status granted by government through registration/naturalization that can be changed or revoked[cite: 7].

How can Kenyan citizenship be acquired by birth?

1. Either parent being a Kenyan citizen at the person's birth 2. Being a foundling in Kenya under 8 years of age 3. Re-acquisition by Kenyan citizens by birth who had lost citizenship[cite: 7].

What are the requirements for a foreigner (alien) to acquire Kenyan citizenship by registration?

1. Full age and good character 2. Resided in Kenya for 1 year prior to application and 7 years in total 3. Adequate knowledge of Swahili 4. Intention to remain resident[cite: 7].

On what grounds can citizenship acquired by registration be revoked?

1. Acquired through fraud/false representation 2. Unlawfully trading with an enemy during war 3. Conviction with 3+ years imprisonment within 5 years 4. Conviction for treason or an offence carrying 7+ years imprisonment[cite: 7].

On what grounds can the presumed citizenship of a foundling child be revoked?

1. Acquired by fraud or false representation 2. Discovery that parentage/nationality belongs to another country 3. Discovery that the person was older than 8 years when found[cite: 7].

What is domicile and why is it legally important?

Domicile is the country where a person has or is deemed to have their permanent home[cite: 7]. It determines a person's personal law governing wills, succession of moveable property, marriage validity, and divorce[cite: 7].

What are the three main types of domicile?

1. Domicile of Origin (acquired at birth) 2. Domicile of Dependence (changes with the person one depends on) 3. Domicile of Choice (acquired at majority by choosing a permanent home)[cite: 7].

How is Domicile of Origin determined for infants under different circumstances?

Legitimate infant takes father's domicile; infant born after father's death takes father's domicile at death; foundling infant takes domicile of country where found; adopted infant takes adopter's domicile[cite: 7].

What are the requirements for acquiring a Domicile of Choice?

A person must be of sound mind, have reached the age of majority (18 years), and voluntarily establish permanent residence in another country[cite: 7].