Directors can be appointed through a directive of the registrar or an application for directorship by the member. The Registrars of Companies may issue a directive to a company to appoint a director if the company is in breach of the provision by the companies Act. A director can be a person or a corporate entity appointed or elected for the purpose of managing the daily affairs of a company
Every limited company in Kenya must have at least one director. If a limited company has only one director, he or she must be a human being – not another company. A public limited company (or “plc”) must have at least two directors (One must be a human being, the other can be another company).If the director is an individual, he or she may hold office provided that:
- he or she has not been disqualified by a court from being a director (a court can overturn previous disqualifications)
- he or she is not an undischarged bankrupt (unless allowed by a court)
- he or she is not under the age of 18.
An appointment must comply with the company’s articles of association. These can contain whatever rules the shareholders agree, for example, limitation of the number of family relatives who are also directors.
documents required for appointment of directors in Kenya
There are documents that should accompany the appointment of directors. These documents include:
- A written consent from the director to work in that capacity,
- A notice of appointment of directors and their particular (CR6)
- A notice of residential address/change of address of the director (CR 8)
- Dully signed Board minutes signed stamped by the company secretary if in attendance
- CR 20 for allotted shares
- If the proposed director will be getting shares, there is need for the share transfer franked by the bank. It should also have KRA slips.
Roles of a director
- Manages the company in the interests of all shareholders
- Represents the company’s interests
- Administers, controls and directs the company
- Conduct and discharge his/her duties effectively
- Ensure that the company is legally compliant
Who can be a company director?
A company director must be:
- At least 18 years old
- At least one director who is a natural person
- Of any nationality
- Not needed to be a resident in Kenya
Who cannot be a company director?
- Bankrupt or convicted of any malpractices
- Unsound mind
- Fail to attend board of director meetings regularly
- Convicted for an indictable offence
- Convicted for fraud and dishonesty
Powers of directors
A director can exercise certain powers given to them in accordance with:
- The company’s articles of association;
- The Companies act 2015
- Common law
- Shareholders’ agreement
- Certain resolutions of its members
Resident directors are appointed by a shareholder or creditor to protect their real identity and keep it confidential. Before selecting an agent, several documents must be signed, and the resident director will control the company activities through a power of attorney (POA) and Declaration of Trust (DOT). Under the POA, the director will only act as instructed by the principal.
Even if you are a foreigner and not living in Kenya, you can be a director of a company in Kenya. Roles and responsibilities of directors in Kenya are just like other companies around the world in that they manage and direct the company in its best interests.
More people are choosing to invest in Kenya every year because of its variety of benefits, and if you are interested in setting up a company and being director, feel free to contact OCL business associates. We will help you through the process hassle-free.