Appointment of a Company Secretary in Kenya
The appointment of a company secretary in Kenya strengthens corporate governance, ensures compliance, and enhances the credibility of a business. Whether you are running a growing private company or a large public entity, a qualified company secretary plays a critical role in keeping your organization legally sound and operationally efficient.
Who is a Company Secretary in Kenya?
A company secretary in Kenya is a statutory officer mandated under the Companies Act, 2015. This professional is responsible for ensuring that a company complies with legal and regulatory requirements while also supporting the board of directors in governance matters.
Beyond compliance, a company secretary acts as a trusted advisor to the board, ensuring that decisions are made within the legal framework and that proper corporate procedures are followed.
Why is the Appointment of a Company Secretary Important?
The appointment of a company secretary in Kenya is essential for several reasons:
- Regulatory Compliance: Ensures timely filing of annual returns and statutory documents
- Corporate Governance: Supports the board in adhering to best governance practices
- Risk Management: Helps identify and mitigate legal and compliance risks
- Record Keeping: Maintains statutory registers and company records
- Advisory Role: Provides guidance on corporate actions, board meetings, and shareholder matters
Failure to appoint a company secretary where required can expose a company to penalties and operational inefficiencies.
Who is Required to Appoint a Company Secretary in Kenya?
Under Kenyan law, not all companies are required to appoint a company secretary. However, the requirement becomes mandatory in the following cases:
1. Public Companies
All public companies must appoint a qualified company secretary regardless of their size or turnover.
2. Private Companies with Share Capital Exceeding Kshs. 5 Million
Any private company whose issued share capital exceeds Kshs. 5 million is legally required to appoint a company secretary.
3. Foreign Companies or Companies with Foreign Ownership
Foreign companies operating in Kenya, or companies with foreign shareholders, are often required to appoint a company secretary to ensure compliance with local laws and reporting requirements.
Even where it is not mandatory, many companies voluntarily appoint a company secretary to strengthen governance and build investor confidence.
The Process of Appointment of a Company Secretary in Kenya
The process of appointing a company secretary in Kenya is straightforward but must be handled correctly to ensure compliance.
Step 1: Request for Company Secretary Services
The company identifies and engages a qualified professional or firm offering company secretarial services. It is important to ensure that the individual is a Certified Public Secretary (CPS-K) and is duly registered.
Step 2: Execution of a Letter of Appointment
A formal letter of appointment is prepared and signed by both parties. This document outlines the scope of services, responsibilities, and terms of engagement.
Step 3: Board Resolution
The board of directors passes a resolution approving the appointment of the company secretary. This is a key governance requirement.
Step 4: Filing with the Registrar of Companies
The appointment must be formally filed with the Registrar of Companies through the eCitizen platform. This ensures that the appointment is legally recognized.
What Our Company Secretary Services Cover
- Appointment and filing with Registrar of Companies in Kenya
- Maintenance of statutory registers
- Annual return filings
- Board and shareholder meeting support
- Corporate governance advisory
- Governance/compliance audits where required
- Ongoing guidance on compliance issues in Kenya
How to Appoint a Company Secretary with Us
- Contact us
- Share your company details
- Sign engagement letter
- We handle all filings with the Registrar of Companies in Kenya
We work with startups, SMEs, Foreign companies and established companies across Kenya to ensure seamless compliance and governance.