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Here are the steps that need to be followed in order to add or remove a director from your existing limited company;

1. Copy of Certificate of Incorporation and also a copy of Memorandum will be needed.

2. Residential physical address for all director(s). Please note that the physical address should include (house number or LR number, house name or building name, street/road name, town).

3. Share allocation – you’ll need to indicate how much shares will be allocated to the new director(s) and if the current shareholding for existing director(s) will change.

4. Proof of identity documents for the new director(s) – including a copy of ID/Passport, a copy of KRA PIN and Photo.

5. Special Resolution – meeting minutes showing location, time and date of when the agreement to adding of new director & changes of shareholding. This is required to prepare the Company Meeting Minutes that will need to be used to endorse the changes in the company. You will also need to mention who was present in that meeting.

6. Form of transfer of shares duly filled and signed by both parties

7. Annual returns form is required to be filled and signed by one of the directors and the company secretary showing that returns have been paid up to date/Interim returns.

8. Application letter to the registrar of companies requesting for CR12

9. Affidavit of resignation is required to be done for any outgoing director(s). It can be in a form of a resignation letter.

10. Obtain a transfer deed from a lawyer and upload it to eCitizen application.

Once you’ve complied with all the requirements and signed all relevant documents, the Company Registry will issue you with a CR12 letter which will indicate the new ownership structure of the company that you can use for your business.

Cost Estimate: Ksh. 5,000 – 15,000 (depending on the service provider)

Duration: Up-to 2 weeks (depending on the workload of Company Registry)

We currently do not offer this service!

Please note that based on the Memorandum & Article of Association, to disqualify a director, one of the following thresholds must be met;

(a) A director is removed from office pursuant to Regulation 96 of Part I of Table “A” or Article 32 hereof;
(b) A director resigns his/her office by notice in writing to the company;
(c) A director becomes bankrupt or makes any arrangement or composition with his/her creditors generally;
(d) A director becomes prohibited from being a director by reason of any order made under Section 189 of the Act; or
(e) A director becomes of unsound mind.

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