Susan Maina is a Corporate Compliance Writer and Legal Researcher at M&A Registrars, a leading company secretarial and legal advisory firm. She specializes in developing clear, insightful content on Company Law, Corporate Governance, Regulatory Compliance, and Business Registration Services.
LinkedIn >>Ever wondered who really runs a company in Kenya?
Sure, shareholders own the business, but someone has to make sure it actually works day-to-day. That’s where the board of directors in Kenya comes in.
Think of it this way: if your company is a Nairobi-based tech startup,
In this simple guide by M&A Registrars, we’ll walk you through everything you need to know about the company board of Directors in Kenya: how directors are appointed or removed, what powers and responsibilities they have, and how the Companies Act 2015 governs them.
Let’s break it down in plain, practical terms so you can understand exactly how your company is managed.
Let’s dive right in!
Table of Contents
Think of the board of directors in Kenya as the “management brain” of your company.
They’re a group of people elected or appointed to guide the business, make big decisions, and make sure everything runs according to the Companies Act 2015.
Their job is simple: protect your interests as a shareholder, oversee management, and ensure the company grows safely and responsibly.
Example:
Imagine a small logistics company in Westlands.
The Board of Directors might include:
Together, they decide on key strategies, approve budgets, and make sure the company stays on track — like chefs running the kitchen while the shareholders own the restaurant.
M&A Registrars can guide you through setting up a compliant and effective board structure.
Book a Free Consultation with M&A Registrars TodayNot all companies are run the same way. In Kenya, the Companies Act 2015 sets out who needs a board and how many directors are required:
| Type of Company | Minimum Directors Required |
|---|---|
|
Private Company
|
– Atleast 1 director
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Public Company
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– Atleast 2 directors
|
Tip:
To learn more about the various types of companies you can start in Kenya, check out our simple guide: Types of companies in Kenya – The 2025 Easy Guide
Let our experts help you structure your board in line with the Companies Act 2015.
Book a Free Consultation with M&A Registrars TodayNot all directors do the same thing. Here’s a simple breakdown of the main types you’ll find on a Kenyan company board:
| Types of Company Board of Directors | Description |
|---|---|
|
Executive Directors
|
– These are the hands-on managers who run the company every day. – Think of your CEO or CFO making sure the business is on track. |
|
Non-Executive Directors
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– They don’t manage daily operations but provide oversight and advice to keep the company on the right path.
|
|
Independent Directors |
– These directors are not tied to shareholders or investors. Their role is to give unbiased, objective guidance to protect everyone’s interests.
|
|
Nominee Directors |
– Appointed to represent specific shareholders or investors, often to safeguard their investment.
|
Example:
Safaricom PLC has executive directors handling day-to-day operations, while independent directors ensure transparency and compliance with the Companies Act 2015 — keeping shareholders confident that the company is well managed.
Pro Tip:
When joining a board, know your type — it determines your level of involvement, responsibilities, and powers.
Thinking about joining a company’s board? Here’s what you need to know:
Example:
Imagine your cousin is starting a small tech company in Nairobi. They might appoint you — a trusted accountant — to the board to help manage finances and keep the company compliant.
Appointing directors in Kenya is straightforward, but there are legal steps you must follow to stay compliant with the Companies Act 2015:
1. Check the Articles of Association – Your company’s Articles of Association may have specific rules on how directors can be appointed. Always start here.
Learn more about articles in our simplified guide: What are Articles of Association in Kenya
2. Hold a Shareholders’ Meeting – Shareholders must approve the new director(s) during a formal meeting.
3. File with the Registrar of Companies – Once appointed, the director’s details must be submitted within 14 days. This is captured in the CR12 form via BRS, which officially records all current directors and shareholders in a company.
4. Update the company register of directors – The company must also update its internal register of directors. This is a legal requirement under the Companies Act 2015.
Fun fact:
When registering a private or public company in Kenya, the Company law mandates that directors are appointed, and their details are captured in the CR12 form. This form is your go-to document to see who officially manages the company.
Just like joining a board, leaving it also has formal steps under the Companies Act 2015. A director can cease office in several ways:
| Method | How It Works |
|---|---|
|
Voluntary Resignation
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– The director submits a resignation letter and the company updates the Registrar of Companies within 14 days.
|
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Removal by special notice
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– Shareholders call a meeting, serve at least 21 days’ notice, and pass a special resolution to remove the director.
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AGM Retirement
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– The director may choose not to seek re-election, or shareholders may decide not to re-elect them at the Annual General Meeting (AGM).
|
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Death or Incapacity
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– Submit a certified death certificate or relevant report to the Registrar to formalize the cessation.
|
Processing time:
It typically takes 90–120 days for the Registrar of Companies to approve the removal of a company’s director and update records..
Pro Tip:
All changes must also be reflected in the company’s internal register of directors and in the CR12 form, so shareholders always know who is officially managing the company at all times.
Not every director can stay on a board forever. Under the Companies Act 2015, a director can be disqualified from holding office if they fail to meet legal or ethical standards.
Common Reasons for Director Disqualification in Kenya
Disqualification periods
Depending on the severity of the offense, disqualification can last anywhere from 2 to 15 years.
Pro Tip:
Disqualified directors cannot be appointed to any company’s board during this period. Always check the CR12 form to confirm a director’s status before entering a business partnership.
If you want to avoid errors or delays with the Registrar, we’re here to guide your company step-by-step.
Book a Free Consultation with M&A Registrars TodayIf you’re a shareholder in a Kenyan company, it’s important to know who actually makes the big calls day-to-day — that’s your board of directors.
| Powers of a Company’s Board of Directors in Kenya |
|---|
|
Approve budgets, major contracts, and investments – They decide how the company spends its money and which deals to pursue.
|
|
Issue new shares or manage company capital – When the company wants to raise funds or bring in new investors, the board controls the process.
|
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Appoint or remove senior executives – From the CEO to other key managers, the board ensures the right people are running the company.
|
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Enter into significant agreements – Any major legal or business commitments are handled by the board to protect the company’s interests.
|
The Company’s Act 2015 clearly details the duties and responsibilities of the Board of Directors as follows:
| Roles and Responsibilities of a Company’s Board of Directors in Kenya |
|---|
|
Act within their powers – Directors must follow the company’s constitution and use their authority only for its intended purpose. Think of it as staying inside the lines while running the company.
|
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Promote the company’s success – They make decisions that help the company grow, keep employees happy, nurture relationships, protect the environment, and maintain a good reputation.
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Use care, skill, and diligence – They are expected to perform their duties competently, using their expertise if they have it, or acting like a reasonable professional in their position.
|
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Avoid conflicts of interest – The company’s interests always come first. Personal gains can’t override their responsibility to the business.
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Refuse improper benefits from third parties – They shouldn’t be swayed by gifts, favors, or incentives that could influence decisions.
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In short:
Your company’s Board of Directors in Kenya manages the company responsibly, makes the tough calls, and ensures everything runs smoothly — all while protecting your investment as a shareholder.
It’s easy to mix them up, but shareholders and directors play very different roles in a company:
| Aspect | Shareholders | Board of Directors |
|---|---|---|
|
Role |
– Own the company and provide capital
|
– Manage the company and oversee daily operations
|
|
Decision-making |
– Approve major resolutions and strategic changes
|
– Run daily operations, implement strategy, and make management decisions
|
|
Power
|
– High-level control over company direction
|
– Execute strategy within the company’s constitution and protect its interests
|
Shareholders hold the ultimate power at a strategic level. They decide on major issues like issuing new shares, approving mergers, or even removing directors.
The board of directors, on the other hand, has operational power — they implement shareholder decisions and manage the company’s day-to-day activities, ensuring everything runs smoothly.
Key point:
Both are essential — shareholders protect ownership, while directors protect value and ensure the company operates effectively.
Q1: How do I check a company’s board of directors in Kenya?
Q2: Who is more powerful, CEO or board of directors in Kenya?
Q3: Do company board of directors in Kenya get paid?
Q4: Can one person be a board member in Kenya?
Q5: Can the founder of a company be a director?
Q6.How Many Members Need to Be on a Board of Directors in Kenya?
In Kenya, the Companies Act 2015 sets out the minimum number of directors a company must have:
Q7.What is the Difference Between a Board of Trustees and Board of Directors in Kenya?
Q8.Who Makes Up a Company’s Board of Directors in Kenya?
A board of directors in Kenya usually includes:
The exact composition depends on the company’s size, shareholder structure, and investor requirements, all in line with The Companies Act 2015.
Tip:
You can view the official list of directors by requesting a CR12 form via the BRS website or eCitizen portal.
Running a company in Kenya isn’t just about owning shares — it’s about making sure the business is well-governed under the Companies Act 2015.
Understanding the role of your board of directors in Kenya helps protect your investment, keeps operations smooth, and ensures everyone is accountable.
Whether you’re managing a family business in Eldoret or investing in a fast-growing Nairobi tech startup, knowing your rights and responsibilities gives you confidence and keeps you a step ahead.
Let M&A Registrars help you handle appointments, changes, and governance obligations the right way.
Book a Free Consultation with M&A Registrars TodayNeed help adding directors, updating CR12, or understanding shareholder rights?
Or does your company require training for your board of directors on compliance and corporate governance?
Schedule a free consultation with M&A Registrars today — we’ll guide you through every step to ensure your company stays compliant and well-governed.
This guide is for general informational purposes only and does not constitute legal advice.
For specific guidance on your company, please consult a licensed professional or M&A Registrars directly.
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