Procedure for change of directors in Kenya

This is the procedure of the change of directors in Kenya under Companies Act, No 17

Incoming director- Requirements

  1. Obtain consent from the person appointed to be director
  2. Obtain Residential address of the new director and file CR8
  3. Obtain PIN, National ID and passport photograph for the new director
  4. File CR 6

Outgoing director

  1. Obtain written resignation letter from the director
  2. File CR 9

In both instances, an interim annual return is required to be filed.

Transfer of shareholding

  1. The parties involved i.e. the transferee and the transferor will sign a transfer deed.
  2. The company secretary will then assess the stamp duty and have the transfer registered at the Registrar of Companies.

How to allot shares after the company has been registered
To allot shares after the company has been registered, the company secretary will file a return on allotment.

Obtain a CR 12 form from the company’s registry

Once the changes have been completed, obtain the new list of shareholders and directors (CR12).

What is required?

  1. Certificate of Incorporation
  2. Memorandum & Articles of Association of the company
  3. PIN, ID, Passport copies of the new director


Procedure for registration of a company in Kenya

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