Resignation and Removal of a director of a company in Kenya

Resignation, and Removal of a Director in Kenya

There are various ways that a director of a company can cease being a director in Kenya. 

1. Through the provisions of the Articles of Association of the Company 
2. Through removal/resignation at an Annual General Meeting
3. Through removal by Special Notice
4. Through Death. 

Each of the ways that the Director can cease to hold office is explained below; 

Voluntary Resignation of a Director in Kenya

A director may voluntarily resign by submitting a resignation letter. The company must notify the Registrar of Companies within 14 days.

Documents required:

• Resignation letter
• Affidavit of resignation
• Minutes from the directors’ meeting noting the resignation

Removal of a Director in Kenya

A director can be removed by calling a Special General Meeting with at least 28 days’ special notice to all shareholders and directors. The removal is executed through a special resolution. The outgoing director must receive the notice via registered post or email as recorded with the Business Registration Service.

Death of a Director in Kenya

When a director passes away, the company must file minutes of a meeting reporting the death and a certified copy of the death certificate. The Death Certificate is to be certified by the Registrar of Births and Deaths. 

Removal or Retirement of a Director at the AGM

Directors may be removed at the AGM by either:

• Retiring without seeking re-election.
• Not being re-elected by shareholders even after expressing interest.

Documents Required for Director Removal

When a director resigns, the company must file these documents within 14 days:

• Resignation letter
• Statutory declaration of voluntary resignation
• Meeting minutes confirming the resignation
• Notice of Cessation of Office of Director (Form CR9)

For director removal, the company must file the following:

• Special notice of 28 days or alternative notice per company articles
• Proof of service to the director with at least 21 days’ notice (The director can be served via registered post or email/Number that is in the BRS System. 
• Meeting minutes confirming the removal (Form CR19)
• Notice of Cessation of Office of Director (Form CR9)

Director Cessation Due to Incapacity

For directors ceasing to hold office due to death, insanity, or bankruptcy, the following forms must be filed:

• Death: Form CR9 and a certified copy of the death certificate.
• Insanity: Form CR9 and a report under the Mental Health Act.
• Bankruptcy: Form CR9 and a copy of the bankruptcy order under the Insolvency Act.

Considerations for Director Removal

• Ensure the company is linked on Ecitizen.
• Update Beneficial Ownership information.
• Ensure Annual Returns are up to date.

Processing Time

The removal or resignation process takes approximately 90 to 120 days for approval by the Registrar of Companies. The approval for removal of a director lies solely with the Registrar of Companies. 

We can help you navigate the removal of a director or the resignation of a director in Kenya. Contact us on info@capitaregistrars.co.ke.