A company is an entity formed by a group of shareholders who appoint directors to run the company operations on their behalf. There are two general classifications of companies in Kenya as per the new Companies Act 2015, Private Companies and Public Company. One of the advantages of a company is perpetual succession. A company can change its ownership by changing company shareholders and company directors. In this article, we will dive in and explain the process for the change or removal of a private company director.

• 1. An Overview of Companies Structure
• 2.The Role of Company Directors
• 3.Circumstances under which Company Directors may be removed
• 4.Requirements for Change of Company Directors
• 5.Process for Change of Company Directors

An Overview of Companies Structure

Private companies as per the Companies Act (2015) Kenya are companies with a maximum of fifty (50) shareholders, restrict members from the transfer of shares, prohibit invitations to the public to subscribe for shares or debentures of the company and certificate of incorporation states that it is a private company.

Private companies are popular vehicles for conducting business and have been embraced by a majority person who comes together and registers private companies to conduct business. In Kenya, private companies are registered by the Registrar of Companies, and these services can be accessed online from the ecitizen platform. However, it’s advisable you get an expert to give professional advice on the process of incorporating the company.

For Private companies there is no minimum number of persons required to register the company, the law only put a maximum of fifty persons. The shareholders in a private company appoint the directors to run the companies.

Often at the beginning of most start-ups and businesses, as they incorporate, they register the private companies and allocate equal responsibilities of directorship and shareholding. They later apply for changes in the ownership structure where a director may be removed or