Appointment of Directors in a Private Company in Kenya

Appointment of Directors falls under 2 facets:

a)   Directors with shares

b)  Directors without shares

A) Appointment of director in Private Company without shares

  • Cr 6 (Notice of appointment of directors and their particulars)
  • CR 8 (Notice of residential address/change of address of the director of company)
  • Written Consent by that director to act in that capacity  – This must be clearly scanned and attached together with the system generated form CR6 in pdf format.

Documents accompanying the application:

  • Minutes of the Board of Directors (Stating: Date, Venue, Agenda, and Members Present). The Minutes should be duly signed by Members. Note: In the event, the company secretary was in attendance, the Secretary must stamp and sign the Minutes.
  • Where an extract of the Minutes is provided, the company should provide the Resolutions by the Board duly signed.

B) Appointment of director in Private Company with shares

  •      Cr 6 (Notice of appointment of directors and their particulars)
  •      CR 8 (Notice of residential address/change of address of the director of the company)
  •      Written Consent by that director to act in that capacity [S 138(2)(b) Companies Act,2015] – This must be clearly scanned and attached together with system generated form CR6 in pdf format.

Documents accompanying the application:

  •  Minutes of the Board of Directors (Stating: Date, Venue, Agenda, and Members Present). The Minutes should be duly signed by Members. Note: In the event, the company secretary was in attendance, the Secretary must stamp and sign the Minutes.
  •  Where an extract of the Minutes is provided, the company should provide the Resolutions by the Board duly signed.
  •  Where there is allotment of shares to the incoming directors, provide system-generated Allotment form (CR 20)
  •  Where there is share transfer to the incoming directors, provide Share transfer which should be assessed, franked and accompanied by Bank and KRA payment slips.

NOTE: The Share Transfer must be signed by both the Transferor and Transferee against their names and witnessed;

In the event, a company is involved in the share transfer, the document is executed by a company by –

Affixing its common seal (if any) and witnessed by a director;

Two authorized signatories; or

Director of the company in the presence of a witness who attests the signature.

  • File a current Annual Return (Interim) capturing the new structure of the shares.

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