Removing a director from a company in Kenya is a formal legal process that requires shareholder approval and the right notices before the change is filed with BRS. Understanding the procedure can help your company avoid delays, protect shareholder rights, and keep official records accurate.
Removing a director from a Kenyan company involves more than updating the company’s details on eCitizen. The correct procedure depends on why the director is leaving office and, where shareholders are forcing the removal, the company must follow the requirements of the Companies Act, 2015.
At Ultimus Advisory, we help companies handle director changes, prepare the required corporate documents, and complete the relevant BRS filings. Here is what you need to know before removing a director from a company in Kenya.
Also Read: How to Do a Change of Company Name in Kenya: 2026 Guide
Can a Director Be Removed from a Company in Kenya?
Yes. Section 139 of the Companies Act, 2015 allows a company to remove a director before the end of their term through an ordinary resolution at a meeting of the company. The provision applies even where an agreement between the company and the director says otherwise, although removing the director does not automatically eliminate any contractual right they may have to compensation or damages.
A company should also check its Articles of Association, shareholders’ agreement, director’s service agreement, and any other relevant documents before starting the process. These may contain additional procedures or contractual consequences that need to be considered.
When Can a Director Be Removed?
The law does not require a company to prove a specific reason before passing a resolution under section 139. Shareholders may therefore seek removal where they no longer want the individual to remain on the board.
Common situations include:
- Serious disagreements between directors and shareholders
- Poor performance or failure to carry out director responsibilities
- Conflicts of interest
- Loss of confidence in the director
- Changes in ownership or management
- A restructuring of the board
- A breakdown in the relationship between shareholders and the director
A director may also cease to hold office through other circumstances, such as resignation, disqualification, bankruptcy, or other events provided for under the law or the company’s Articles. The Companies (General) Regulations also recognize resignation and removal by ordinary resolution among the circumstances in which a director’s appointment can end.
What Is Required to Remove a Company Director in Kenya?
The main requirements are a special notice, a properly convened company meeting, an ordinary resolution, and notification to the Registrar.
Section 139 specifically requires special notice for a resolution to remove a director. Under section 287, a resolution requiring special notice is generally ineffective unless notice of the intention to propose it is given to the company at least 28 days before the meeting.
The director being removed must also be given a copy of the notice. They have the right to be heard when the resolution is discussed at the meeting. That means shareholders should not treat director removal as a private decision between themselves. The affected director must be given the opportunity provided by law to respond.
Step-by-Step Process for Removing a Director in Kenya
The process for removing a company director in Kenya involves legally removing the director and notifying the Registrar. The BRS filing should come after the company has properly completed the underlying corporate action.
Step 1: Review the Company’s Documents
Start by reviewing the company’s Articles of Association and any shareholders’ or directors’ agreements. Check the provisions dealing with directors, meetings, voting rights, quorum, notice periods, and removal. This helps ensure that the proposed action complies with both the Companies Act and the company’s own governance documents.
Step 2: Give Special Notice
A member proposing to remove a director must give the company special notice of the intention to move the resolution. The statutory notice period is important. Section 287 generally requires at least 28 days’ notice before the meeting at which the resolution will be proposed. The company should also provide the affected director with a copy of the notice.
Step 3: Give the Director an Opportunity to Respond
The director has a legal right to be heard at the meeting where the removal resolution is considered. The director may also submit written representations. Under section 141, they have 21 days after receiving the notice to make written representations and request that those representations be circulated to the members.
This is an important safeguard. Shareholders should not prevent the director from exercising these rights or proceed as though the removal has already taken effect before the required process is completed.
Step 4: Hold the Company Meeting
Once the required notices have been given, the company holds the relevant general meeting. The proposed removal is put before the members as an ordinary resolution. An ordinary resolution is passed by a simple majority of the voting rights of eligible members who vote. If the resolution passes, the director’s appointment comes to an end in accordance with the resolution and applicable law.
Step 5: Record the Resolution
The company should properly document the outcome of the meeting, including the resolution passed and the effective date of the director’s cessation. The company should retain the notice, meeting documents, minutes, resolution, and any representations made by the director with its corporate records.
Step 6: File the Director’s Cessation with BRS
Once the director has ceased to hold office, the company must notify the Registrar of Companies. Section 138 requires a company to notify the Registrar of a director’s cessation within 14 days of the change.
The prescribed Form CR9 is the notice used to record the cessation of a director. BRS lists CR9 as the form for notifying the Registrar that a director has ceased to hold office. The filing should state the director’s name and the date on which they ceased to hold office.
What Documents Are Needed to Remove a Director?
The exact supporting documents can depend on how the director’s appointment ended and the filing method used.
For a shareholder-led removal, the company should have the relevant special notice, meeting records, and ordinary resolution available. The BRS filing will also require the details of the director being removed and the effective cessation date.
For other forms of cessation, supporting documents may differ. A resignation, for example, will normally be supported by the director’s resignation notice, while other circumstances may require different evidence.
The key point is to make sure the BRS record matches the actual event. A company should not use a resignation document to support a removal resolution or give the Registrar a cessation date that does not correspond with the company’s records.
How Long Does It Take to Remove a Director?
The timeline depends on whether the director is resigning or being removed by shareholders.
A resignation can generally be dealt with more directly because it begins with the director’s own notice. A shareholder-led removal has additional procedural requirements, including special notice and the meeting at which the ordinary resolution is considered.
The 28-day special-notice requirement is therefore important when planning a forced removal. The subsequent BRS notification must be made within 14 days after the director ceases to hold office.
How Much Does It Cost to Remove a Director?
The government filing cost for removing a director is about KES 1,550, including the cessation filing and obtaining an updated CR12 after approval.
If you prefer professional assistance, Ultimus Advisory can handle the director removal process, including preparing the required documents, filing with BRS, and obtaining the updated company records. Professional fees will vary depending on the complexity of the company’s director, ownership structure, and whether you need a transfer of shares or other services.
Can Shareholders Remove a Director Without Their Consent?
Yes. A director’s consent is not required for shareholders to pass a valid removal resolution under section 139. The director must still receive the required notice and be given the opportunity to make representations and be heard at the meeting.
It’s worth knowing that the director’s disagreement therefore does not automatically prevent removal, but the company must follow the statutory procedure.
Does Removing a Director Remove Their Shares?
No. Directorship and share ownership are separate matters.
Removing someone as a director does not automatically transfer or cancel shares they own in the company. If the individual is also a shareholder, they can remain a shareholder after leaving the board.
Any transfer or restructuring of their shares requires a separate process under the company’s Articles, the Companies Act, and applicable BRS requirements. This is particularly important in founder disputes. Removing a founder from the board does not, by itself, remove their ownership interest in the company.
Can the Removed Director Still Have Rights Against the Company?
Yes. Removing someone from the board does not automatically eliminate contractual rights they may have against the company. Section 139 expressly provides that removal does not deprive a person of compensation or damages that may be payable in connection with termination of their appointment.
A company should therefore review the director’s service agreement and other contractual arrangements before proceeding. Employment rights may also need to be considered separately where the director is also an employee.
What Happens After the Director Is Removed?
The company should update its internal records and make sure the public registry reflects the change. The company should also consider whether the director was an authorised signatory on its bank accounts, held access to accounting or tax systems, had authority to sign contracts, or had access to company platforms and confidential information.
Where necessary, the company should update:
- BRS company records
- Bank mandates and authorised signatories
- KRA PIN and tax-related access
- Licences and regulatory records
- Company resolutions and registers
- Internal access to financial and operational systems
- Contracts or platforms where the former director was listed as an authorized representative
A clean handover reduces the risk of the former director continuing to appear as an authorized representative after their appointment has ended.
What Happens If the Director Refuses to Sign the Documents?
A director’s refusal to cooperate does not necessarily prevent their removal.
Where the removal is being carried out under section 139, the relevant decision comes from the members through the statutory resolution process. The director’s rights to notice, representations, and a hearing must still be respected, but their consent is not what makes the shareholder resolution valid.
The company should ensure that its own documents are properly prepared and that the BRS filing reflects the actual legal basis for the cessation.
Can a Removed Director Challenge the Decision?
A director may have legal remedies if they believe the removal process was unlawful, the company’s Articles were breached, the resolution was improperly passed, or their contractual rights were violated.
Section 141 gives the director specific procedural rights to respond to a proposed removal. Where there is a serious shareholder dispute, it is advisable to obtain legal advice before taking action. A rushed removal can create a second dispute even where shareholders had legitimate reasons for wanting a change in the board.
Get Expert Help with Removing a Director in Kenya
Removing a director involves more than filing a CR9. The company needs to follow the correct shareholder approval process, prepare the supporting documents, observe the director’s statutory rights, and then update its BRS records.
Ultimus Advisory helps companies manage director changes from the preparation of corporate documents through to the BRS filing. If you want the process handled correctly and without unnecessary delays, contact Ultimus Advisory and let our team take care of the process.
FAQs
Can a company remove a director without their agreement?
Yes. Shareholders can remove a director through the procedure set out under section 139 of the Companies Act, 2015. The director must, however, receive the required notice and be given the opportunity to respond. Their refusal to agree does not prevent the shareholders from proceeding if the legal requirements are met.
What resolution is required to remove a director?
The removal is carried out through an ordinary resolution at a company meeting, but a special notice of the proposed resolution is required beforehand. The company should also keep proper minutes and records of the resolution as evidence that the removal was approved correctly.
How long does the company have to notify BRS after removing a director?
The company must notify the Registrar within 14 days after the director ceases to hold office. Delaying the filing can leave the company’s official records inaccurate and may expose the company to penalties.
Which BRS form is used to remove a director?
Form CR9 is the prescribed notice of cessation of office of directors. BRS lists CR9 among its company registry forms for recording a director’s cessation. The filing should reflect the correct director details and the actual date on which their appointment ended.
Does removing a director remove their shares?
No. A person can cease being a director while remaining a shareholder. Any transfer of their shares requires a separate process. If the person is both a director and shareholder, the company must deal with their directorship and shareholding as two separate matters.
