Every Private company in Kenya must have a Minimum of one Human Director.

When can a director resign in a company in Kenya.

A director may be removed or resign under the following circumstances,

1. Resignation from office
2. Removal
3. Rotation
4. Retirement
5. Lack of capacity

Requirements for resignation of a director in Kenya

A director may resign or be removed as follows in Kenya.

Resignation by director in Kenya.

You will be required to file the following documentation within fourteen days:

1. Letter of resignation;
2. A statutory declaration confirming that the director is resigning voluntarily;
3. Minutes of a meeting of the Directors noting the resignation
4. Notice of Cessation of Office of Directors (Form CR 9).
5. Affidavit of Resignation.

Removal of director in Kenya

You will be required to file the following documentation within fourteen (14) days:

1. Copy of the twenty-eight days special notice served under sections 139(2) as read with 287 of the Companies Act or if it is not practicable to give that notice provide a copy of fourteen (14) day notice of the resolution advertised in a newspaper having a wide circulation in the area in which the company carries on business or in any other manner allowed by the company’s articles;
2. Proof of service of a copy of the special notice from the company to the director giving the director at least twenty-one (21) days;
3. Proof of service of notice for general meeting at least twenty-one (21) days for private company and at least fourteen (14) days for public company;
4. Form CR 19 containing extract of minutes confirming quorum and removal; and
5. Form CR 9 - Notice of cessation of office of director.

Removal of a director by Death

1. Form CR 9 - Notice of cessation of office of director
2. Copy of death certificate

Removal of Director by Insanity

1. Form CR 9 - Notice of cessation of office of director
2. Report under the Mental Health Act (Needs further review of the Mental Health Act)



Removal of director by Bankruptcy

1. Form CR 9 - Notice of cessation of office of director
2. Copy of the bankruptcy order issued under the Insolvency Act

Types of directors in Kenya

1. Director without shares
2. Director With shares.

Director Resignation in Kenya.