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).

General Requirements

  • Memorandum and Articles of Association of the company (for the companies which the directors have not resolved to adopt the model articles of association as provided for by the company’s act 2015)
  • Copy of Certificate of Incorporation
  • The company must have filled all its annual returns for the previous years with the registrar of companies.
  • In addition the company must file interim returns (for part of the current incomplete year).
  • Obtain minutes for the meeting in which the resignation (of outgoing) and appointment (of incoming) director(s) was discussed.
  • File CR 19 (notice of special/ordinary resolution required by companies act to be lodged with registrar)

Vacation/Removal of Director can occur as a result of the following;

  1. When a Director voluntarily Resigns
  2. When a Director is Removed by Ordinary Resolution of Members
  3. When there is a Removal by the Court Authority.
  4. When a Director becomes of Unsound Mind.
  5. When a Director is absent without permission for more than 6 months from meetings of Directors held during that period.
  6. When a Director Dies.
  7. When a Director retires by Rotation under Articles.
  8. When the Company is Dissolved.
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