Author: Edward Omondi, Business & Immigration Consultant
Last updated: 29 May 2026

Nominee Director Services in Kenya

Biz Brokers Kenya provides reliable nominee director and nominee shareholder services in Kenya for investors, founders and businesses that require a local representative, privacy support, company registration assistance, tax registration support or bank account facilitation.

What Is a Nominee Director or Nominee Shareholder?

A Nominee shareholder is an individual who holds shares or stock in a company on behalf of the actual owner or beneficial owner under a Nominee agreement. The nominee director serves as a proxy for the beneficial owners.

A nominee Director likewise is an individual appointed as a director in a company on behalf of the actual director to represent the interests of the nominator in the company board.

When Nominee Director Services Are Used in Kenya

A nominee director or shareholder is normally used for different purposes but largely a nominee shall step in:

• Where the subscribers of a company are not able to comply with local requirements.
• Where there is urgent business to be conducted and it is faster to use a nominee to conduct the business.
• Where the subscribers of the company are prevented by any other restrictions to carry on business of the company.
• Where there are bottlenecks in local regulations and it becomes prudent to use a nominee.
• Where it is in the interests of the shareholders to use a nominee to register the company, process the company tax registration and even open the company bank account.

Nominee director service may also be used where a client does not wish to be personally appointed as a director in a company and opts to nominate someone in his place in order to guarantee his privacy or for any other reason.

We provide reliable Nominee director / shareholder services in Kenya.

Cost of Nominee Director Services in Kenya

The cost of nominee director or nominee shareholder services depends on the company structure, the nominee role, the period of appointment, the risk profile of the business, bank signatory requirements, compliance obligations and whether additional documents such as a Power of Attorney or share transfer safeguards are required.

Requirements for Nominee Director or Shareholder Appointment

The exact requirements depend on whether the nominee is being appointed for a new company, an existing company, a foreign-owned company, tax registration, bank account opening or ongoing company compliance.

• Proposed or existing company name.
• Company registration details, where already incorporated.
• Details of the beneficial owner, nominator or actual shareholder.
• Details of the nominee director or nominee shareholder.
• Nominee service agreement.
• Power of Attorney, where the beneficiary needs to act for the company.
• Written instructions limiting the nominee’s authority.
• Predated resignation letter.
• Share transfer certificate, where nominee shareholding is involved.
• Predated transfer of shares and resignation affidavit.
• CR9 – Notice of cessation of office of Director.
• Company tax, licensing and regulatory compliance information.

How to Appoint a Nominee Director or Shareholder in Kenya

1. Confirm the purpose of the nominee appointment.
   Establish whether the nominee is required for company registration, tax registration, bank account opening, privacy, local compliance or temporary representation.
2. Review the company structure and risk profile.
   The nominee role must be lawful, practical and clearly limited. The beneficial owner must not require the nominee to act contrary to the laws of Kenya.
3. Sign the nominee service agreement.
   Upon agreement and appointment of a nominee director, a Nominee service Agreement will be signed between the client and the nominee. This will guarantee to the client that the nominee can only act with the client's prior approval and or in accordance with the Nominee agreement.
4. Prepare Power of Attorney where required.
   In some cases where the Beneficiary Director or shareholder wants to participate in the activities of the company, but does not want to appear as a director or shareholder in the company records, the Nominee Director / shareholder shall execute a Power of Attorney in favor of the beneficiary director.
5. Confirm the scope of company authority.
   On the basis of the given document, the person indicated in the Power of Attorney (the actual owner in this case), acts on behalf of the company and as a legitimate attorney and can sign documents, contracts and in some cases can open bank accounts.
6. Put control and exit safeguards in place.
   A general power of attorney document hands control of the company to the beneficiary owner of the company. The nominee may also sign resignation and share transfer documents as part of the agreed safeguards.
7. Maintain company compliance after appointment.
   The beneficial owner must ensure that the company complies with local laws, licensing, tax obligations and all lawful instructions.

Nominee Shareholding, Directorship and Legal Compliance in Kenya

Nominee Shareholding in Kenya

In Kenya when incorporating a limited company there must be at least one director / shareholder. The nominee director will be listed on the registrar of companies as the legal director / shareholder, and will officially have control of the company.

Because nominee arrangements affect beneficial ownership and control, the arrangement should be documented, disclosed where legally required and supported by clear written instructions.

What Is the Provision of Nominee Director in Kenya?

Under Kenyan jurisprudence, an individual (Nominee) who incorporates a company to acquire any benefit, will not be allowed to allege later when liability arises, that they cannot be sued because they are nominee directors. Hence it is imperative to protect both the director and the nominee.

How We Protect Beneficial Owners / Clients

To protect the clients we have a number of measures which include but are not limited to:

1. The Nominee director signs a predated resignation letter as a director in the company.
2. The Nominee shareholder executes and signs a transfer of share certificate.
3. The Nominee shareholder executes and signs a predated transfer of shares and resignation affidavit.
4. The Nominee shall sign predated CR9 – Notice of cessation of office of Director.

The Beneficiary shareholder or the client shall then be at liberty to effect changes to the company at any moment in accordance with the nominee agreement, company documents and applicable law.

Responsibilities of the Nominee Director and the Beneficial Owners

In order for the Nominee service agreement to operate smoothly, we propose the following guidelines:

1. The Nominee will be elected as a Director / shareholder of the company and will act in such under the express instructions of beneficial owner or in accordance with the Nominee service agreement and for the best interests of beneficial owner.
2. The Nominee shall not convene Board except with the express written instructions of beneficial owner.
3. The Nominee shall not sell or assign or in any way impair the shares, stocks or assets of the company without the express written instructions of beneficial owner.
4. Nominee Director will resign his position as Director within the period as stipulated in the Nominee agreement or on such notice as shall be given by beneficial owner.
5. The Beneficial or the client may request Nominee to act as a signatory to the company bank account and the Nominee Director shall only act in such capacity under the written instructions of beneficial owner.
6. The Beneficial shareholder or client shall not request or demand the Nominee Director to act in any way contrary to the laws of Kenya.
7. The Beneficial shareholder / client shall ensure that the company complies with all local laws, is properly licensed and taxes and other obligations are met.
8. The Beneficial shareholder shall indemnify the Nominee from acts or omission of the company that may arise into litigation or penalties.

It is important to note that a Nominee Director will be held personally liable for any wrongdoing by beneficial owner or your company. Hence the need for best business practices and compliance.

Official Sources and Compliance References

Nominee arrangements should be handled together with company law, beneficial ownership compliance, tax compliance and lawful instructions. The following sources are useful for formal reference:

• Kenya Law — Companies (Beneficial Ownership Information) Regulations
• Kenya Law — Companies Act, 2015
• Business Registration Service (BRS)
• Kenya Revenue Authority (KRA)

FAQs: Nominee Director and Shareholder Services in Kenya

What is a nominee director in Kenya?

A nominee director is an individual appointed as a director in a company on behalf of the actual director, nominator or beneficial owner. The nominee represents the interests of the nominator and acts under a nominee agreement.

What is a nominee shareholder in Kenya?

A nominee shareholder is an individual who holds shares or stock in a company on behalf of the actual owner or beneficial owner under a nominee agreement.

How do I appoint a nominee director or shareholder in Kenya?

The parties agree on the scope of appointment, sign a nominee service agreement, prepare a Power of Attorney where required, and execute control safeguards such as resignation letters, share transfer documents and CR9 notice of cessation documents.

Can a nominee director open or operate a company bank account?

A beneficial owner may request the nominee to act as a signatory to the company bank account. The nominee director should only act in that capacity under the written instructions of the beneficial owner and within the nominee service agreement.

Can a nominee director act against the beneficial owner?

The nominee should not convene a board, sell or assign shares, impair company assets or take material action without the express written instructions of the beneficial owner, unless required by law.

Must nominee arrangements be disclosed in Kenya?

Kenya’s beneficial ownership regulations require persons acting as nominee shareholders or nominee directors to disclose nominee status and provide particulars of the nominator to the company. The company should keep and update the required registers and filings.

Why use Biz Brokers Kenya for nominee director services?

We assist with nominee director and nominee shareholder appointments, nominee service agreements, Power of Attorney support, resignation and share transfer safeguards, company registration support, tax registration support and related compliance guidance.