How To Add A Director To A Company In Kenya
A director is someone elected or appointed to manage a company’s business and affairs. Every registered company must have at least one director. Who your directors are, and key information about them is recorded on the Companies Register.
In this article Keweb. co tries to answer the question by publishing the ways one can add a director to a company in Kenya
Below are the most helpful ways to add a director to a company
Requirements for a new director.
• Obtain the consent of the person who has been appointed as the director.
• Obtain the new director’s residential address and file CR8.
• Obtain the new director’s PIN, National ID, and passport photo.
• CR 6 is the file number.
A director who is leaving
• Obtain a resignation letter from the director in writing.
• CR 9 is the file number.
• An intermediate yearly return is required to be filed in both cases.
How do you distribute shares after the company has been registered?
After the company has been registered, the company secretary will file a return on allocation to allot shares.
A CR 12 form should be kept in the company’s registration.
Once the changes have been made, obtain a new list of shareholders and directors (CR12).
What are the conditions?
Certificate of Incorporation, Memorandum, and Articles of Association of the company
PIN, ID, and passport copies for the new director.
Removal of Company directors In Kenya by Ordinary Resolution.
Sections 168 and 169 of the Companies Act 2006 establish a legal method for shareholders to remove a director by ordinary resolution at a general meeting if the company’s articles do not provide for it.
The following procedures should be followed:
• By submitting the business, a ‘Special Notice,’ a shareholder can propose a resolution to remove a director before the end of his or her term of office.
Board of directors.
• The board of directors should call a general meeting of shareholders to vote on the proposed resolution as soon as they receive this notice. The corporation must hold the general meeting at least 28 days after receiving the special notification.
• The general meeting must be announced to all shareholders and the director who is facing dismissal.
• The director has the opportunity to submit written contributions prior to the general meeting.
At the general meeting, a change of company directors in question may speak and make additional representations.
• The proposed resolution will be voted on by shareholders, who will either support or reject it.
The motion passes if a simple majority (more than 50%) of the votes cast are in support of the director’s removal.
• It is not required to give a reason for the director’s departure; however, it is common practice.
• If the director is removed in violation of employment law, his or her service contract, or the terms of any shareholders’ agreement, the director may be entitled to damages if the matter is taken to court.
A written decision of the shareholders is not permitted to remove a director.
For assistance on the appointment, resignation, and removal of a director in Kenya, please contact us at; legal1@companyregistrationkenya.com or call/WhatsApp +254114503453for assistance.
How are directors appointed in Kenya?
Appointment of a director in Kenya is done either during the incorporation of a Company or appointment by the company at the Annual General Meeting or by an Ordinary Resolution of the Company.