Directors and company secretaries will often change over the life of a company. Changes will arise for a variety of reasons including resignation upon retirement, due to serious illness, resignation to move to a new job, resignation due to disagreements with other directors or company shareholders, director’s death, company takeover, removal from office. A director may resign by voluntary resignation or involuntary resignation. The applicable law for the resignation of directors in Kenya is the Companies Act , No. 17 of 2015.
for Voluntary resignation ,you require the following documents
- duly signed cr -9 -notice of cessation of director
- minutes of the board of directors
- Board resolutions
- Affidavit duly signed and commissioned
- Duly signed written Notice of voluntary resignation by the director to the Company
- Where there is share transfer to the incoming directors, provide Share transfer which should be assessed, franked and accompanied by Bank and KRA payment slips
- Current directors e-citizen username and password
The process is done online via the current director e-citizen account. If the company has a company secretary, the changes can be done by the secretary.
A director can resign from their position before their period in office ends. The director must submit the resignation letter to the company, and the company will conduct a GMS to decide on the resignation of the director not more than 90 days after the resignation is received.
Members of the board of directors may be removed under a resolution of the general meeting of shareholders (GMS). The director must be notified about the removal and given an opportunity to defend him/herself before the resolution of the removal.
Liabilities of a director
Directors may be held liable for any losses of the company if the director breaches his/her duties.
A director will not be personally liable if he/she has evidence that:
- The company loss is not a result of his/her actions or breach of his/her duty
- The director managed the company in good faith and in accordance with the purpose and objectives of the company
- The director has no conflict of interest in the management of the company
- The director has taken the necessary actions to prevent bankruptcy
Directors may be held liable in the following situations:
- Misleading financial reports
- Failure to accept returned interim dividends
- Failure to report their share ownership
- Liability for bankruptcy losses
Contact OCL business associates for director resignation in a private limited company in Kenya