The Company’s Articles of Association will provide the manner in which there will be appointment, removal, the retirement of directors in Kenya. This is especially for companies that were registered with their set of Memorandum & Articles of Association in Kenya.

For example, in the provided Model Articles of Association adopted by many private companies in Kenya-

A person ceases to be a director if the person—

(a) ceases to be a director under the Act or under section 411 of the Insolvency Act, 2015, or is prohibited from being a director by law;

(b) becomes bankrupt or makes any arrangement or composition with the person’s creditors generally;

(c) becomes a mentally disordered person;

(d) resigns the office of director by notice given to the other directors (if any);

(e) for more than 6 months has been absent without the directors’ permission from directors’ meetings held during that period; or

(f) is removed from the office of director by an ordinary resolution of the company.

Documents Required;

Resignation letter stating that the director wishes to resign from the Company

Affidavit of Resignation is required by the Registrars of Companies

Minutes from a meeting of directors showing the resignation (note all the directors must sign the extract of the minutes from the meeting.

Interim annual returns

Directors e-citizen account

This is voluntary resignation where the director agrees to resign on his own decision.

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