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.
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If you’ve started a business in Kenya or are learning about corporate governance, you might have heard the term company secretary but not really understood what it means.
Let’s clear it up: a company secretary is not a receptionist or a personal assistant.
They are a senior officer in a company, legally recognized, and responsible for keeping your business compliant with the law, particularly under the Companies Act 2015.
Think of a company secretary as your company’s compliance manager, governance advisor, and administrative expert all rolled into one.
They are the person who ensures that your business runs smoothly, legally, and professionally.
Example:
If your company wants to hold a board meeting or AGM, the company secretary makes sure all legal notices are sent, minutes are taken, and filings are done with the Registrar of Companies. Without them, your company could face penalties or fines.
At M&A Registrars, we’ve put together this simple guide to help Kenyan business owners and directors understand what a company secretary is, why they matter, how to appoint one, and what to expect as your company grows and evolves.
Let’s dive in!
Stay on the right side of the law, avoid penalties, and focus on growing your business.
Book a Free Consultation with M&A Registrars TodayIn Kenya, a company secretary is appointed by the Board of Directors.
| Type of Company | Requirement |
|---|---|
|
Public Companies
|
must have at least one qualified company secretary.
|
|
Private Companies
|
must appoint one only if their paid-up share capital is KES 5 million or more.
|
What’s Paid-Up Share Capital?
This is the money shareholders have actually paid the company for its shares.
For example, if your private business has issued shares worth KES 10 million but only KES 6 million has been paid, your paid-up capital is KES 6 million, which matters for legal compliance.
Not sure which type of company you have?
To learn more about the different types of companies you can start in Kenya read our detailed guide here: Types of Companies in Kenya – 2025 Guide
Example:
Many businesses in Kenya use certified firms like M&A Registrars, who provide qualified company secretaries to ensure compliance with the Companies Act 2015.
We’ll guide you on exactly what the Kenyan law requires.
Book a Free Consultation with M&A Registrars TodayYes! A company can appoint more than one company secretary, especially:
which are larger and have complex governance requirements, often have multiple company secretaries to handle compliance, board meetings, and shareholder communication efficiently.
can also have more than one, but usually only one is enough unless the business is large or has multiple branches.
Example:
A publicly listed company like Safaricom may have a main company secretary and assistant or deputy secretaries to manage filings, AGMs, and legal compliance across departments.
Appointing a company secretary in Kenya is simple, but it must follow the following rules set out in the Companies Act 2015.
Pro Tip:
Even if your company is private, appointing a professional company secretary like M&A Registrars early can save you from legal headaches as your business grows.
| How to Appoint a Company Secretary in Kenya | Description |
|---|---|
|
Step 1: Board Resolution
|
– The company directors meet and pass a formal resolution approving the appointment of the secretary. – Tip: Keep the board resolution as part of your company records for compliance |
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Step 2: Written Consent
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– The appointed Company secretary provides a signed consent form confirming they agree to act.
|
|
Step 3: Verify Qualifications (Public Companies Only)
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– If your company is public, the secretary must hold a practicing certificate from ICPSK. – Private companies can appoint a professional or even a qualified individual without the certificate, depending on their share capital. |
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Step 4: Complete the Relevant Forms
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– Log into the Business Registration Service (BRS) portal and download the relevant forms; – i.e see below for the forms breakdown. |
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Step 5: Submit the Company secretary appointment forms to the Registrar via BRS
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– Log into the Business Registration Service (BRS) portal and submit the form.
– Pay the filing fee (if applicable) and download confirmation of submission |
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Step 6: Keep Records
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– Save a copy of the board resolution, written consent, and BRS confirmation.
|
Pro Tip:
Even small private companies benefit from appointing a professional secretary early. It ensures smooth compliance as you scale and avoids penalties under the Companies Act 2015.
Let us handle the entire process while you focus on your business.
Book a Free Consultation with M&A Registrars TodayWhen it comes to appointing or updating a company secretary in Kenya, the Companies Act 2015 requires specific forms to be submitted to the Registrar of Companies via the Business Registration Service (BRS) portal.
| Type of Company Secretary Form | Purpose | When To Use It | Link |
|---|---|---|---|
|
CR 10
|
– Notice of Appointment of Company Secretary & – Company Secretary’s Particulars |
– Use this when appointing a new company secretary for your company.
|
https://share.google/X75Irn83yR6KpK6rr
|
|
CR 11 |
– Notice of Change of Company Secretary’s Particulars (Other Than the Address)
|
– Use this if details like name, qualifications, or other personal info change.
|
https://share.google/0oSEr4GwHo0ffiJz5
|
|
CR 12
|
– Notice of Residential Address / Change of Address of the Company Secretary
|
– Use this if the secretary moves or updates their residential address.
|
https://share.google/sIeVvr1KjbIFZkQth
|
How to Submit the Company Secretary Forms
Pro Tip:
Keeping these forms up to date is essential. Even a small change, like an address update, must be filed promptly to avoid penalties under the Companies Act 2015.
The short answer: it depends.
Whether your company needs a company secretary largely comes down to the type of company and its paid-up share capital, as outlined in the Companies Act 2015.
| Type of Company | Need a Company Secretary? | Notes |
|---|---|---|
|
Public Companies |
Yes |
– Required by law (Companies Act 2015)
– Every public company must appoint at least one qualified company secretary in Kenya
|
|
Private Companies with ≥ KES 5M capital
|
Yes |
– Private Companies with ≥ KES 5M capital
|
|
Private Companies with < KES 5M capital
|
No
|
– Directors handle compliance themselves; a company secretary is optional.
|
Example:
Pro Tip:
Even if your company doesn’t legally need a company secretary in Kenya, appointing a professional early can save you headaches as your business grows, especially when you scale, take on investors, or plan to go public.
So, what does a company secretary in Kenya actually do day-to-day? Let’s break it down in plain, easy-to-understand terms:
| Duties of the Company Secretary in Kenya | Description |
|---|---|
|
1. Compliance & Filings
|
– The company secretary makes sure your business stays on the right side of the law. – They submit annual returns, notify the Registrar of Companies about changes in directors or shareholders, and ensure all filings under the Companies Act 2015 are done correctly and on time. |
|
2. Advising Directors
|
– Think of the company secretary as the legal and compliance guide for your board.
– They advise directors on their duties and responsibilities, helping prevent fines, penalties, or legal trouble. |
|
3. Board Meetings
|
– They handle all the logistics for board meetings: preparing agendas, taking minutes, and ensuring that board resolutions are implemented.
– Basically, they make sure meetings run smoothly and decisions are properly documented. |
|
4. Shareholder Communication
|
– Keeping shareholders in the loop is crucial. – The secretary sends notices for AGMs, updates share registers, and handles dividends. – This helps maintain trust and transparency between the company and its owners. |
|
5. Corporate Governance
|
– A company secretary is your governance watchdog. – They ensure your company follows best practices in transparency, accountability, and compliance with the Companies Act 2025. |
|
6. Custodian of Legal Documents
|
– They safeguard important company records, like the Certificate of Incorporation, the company seal, share certificates, and other legal documents. |
Example:
If your company appoints a new director, the company secretary ensures the Registrar is notified on time. Missing this step can lead to fines and penalties, which could have been easily avoided.
Don’t leave compliance to chance — let professionals manage it for you.
Book a Free Consultation with M&A Registrars TodayA company secretary in Kenya isn’t just a “nice-to-have” – they are vital, especially for public companies. Think of them as the guardian of your company’s legal health.
Without a qualified company secretary, your business could face:
Simply put, they keep your company safe, compliant, and running smoothly.
A company secretary in Kenya has real authority and can act on behalf of the company in certain situations.
They can:
Example:
In Kenyan court cases, company secretaries have been recognized as key officers who can legally bind the company in compliance and contractual matters.
For public companies, a company secretary must:
Steps to Become a Company Secretary in Kenya:
Example:
Once licensed, you can serve as a company secretary for any company in Kenya – from small and medium enterprises (SMEs) to large public companies listed on the Nairobi Securities Exchange.
Let us walk you through the benefits
Book a Free Consultation with M&A Registrars TodayIf you need to replace your company secretary, here’s how it works:
Note: You don’t need shareholder approval to remove a company secretary in Kenya.
You can remove your company secretary for several valid reasons, usually related to performance, compliance, or legal obligations.
Common grounds include:
| Grounds for Terminating Your Company Secretary in Kenya | Description |
|---|---|
|
Breach of Duties |
If your secretary fails to submit annual returns, update the Registrar of Companies, or safeguard your company documents.
|
|
Negligence or Misconduct
|
Making mistakes that result in fines, penalties, or legal problems for your company.
|
|
Conflict of Interest |
Acting in a way that puts your company’s interests at risk.
|
|
Incapacity |
Health issues or an inability to perform duties effectively.
|
|
Voluntary Resignation |
If your secretary chooses to step down.
|
Pro Tip:
Always document the reason for termination in a board resolution and keep records. This protects your company and ensures transparency if any disputes arise later.
1. Who is a company secretary in Kenya?
A company secretary is a senior officer in your company who ensures everything runs smoothly with compliance, governance, and administration under The Companies Act 2015.
Think of them as your company’s legal and compliance guardian.
2. What is the role of a company secretary in Kenya?
Your company secretary handles filings with the Registrar of Companies, guides your directors on their legal duties, organizes board meetings, and makes sure your business follows the law.
3. Can a company secretary in Kenya be a director in the same company?
Yes, they can—but it’s usually better to keep these roles separate for stronger governance and to avoid conflicts of interest.
4. Does a company secretary in Kenya have to be qualified?
If you run a public company, your secretary must be a Certified Public Secretary (CPS) with a practicing certificate under the Institute of Certified Public Secretaries of Kenya (ICPSK).
For some private companies, this isn’t mandatory, depending on your capital.
5. Can a company secretary be held personally liable?
Yes. If your company secretary fails in their duties, acts negligently, or violates the law, they can face fines or even personal liability.
6. Can I remove a company secretary in Kenya?
Absolutely. You can remove your secretary by passing a board resolution and notifying the Registrar of Companies. No shareholder approval is needed.
A company secretary in Kenya isn’t just a tick-box requirement—they are the backbone of strong governance and legal compliance.
If your business is small, you might not need one right away.
But as your company grows, especially if you plan to become a public company, appointing a qualified company secretary isn’t just a legal requirement under The Companies Act 2015 —it’s also a smart business move.
They help you avoid fines, maintain compliance, and keep your board and shareholders organized.
Pro Tip:
Partnering with certified firms like M&A Registrars ensures you get professional, experienced company secretaries who understand the law, save you time, and reduce legal risks.
From appointments to filings and governance, we’ll keep your company covered.
Book a Free Consultation with M&A Registrars TodayDon’t let paperwork slow you down. At M&A Registrars, we help Kenyan businesses:
Whether you’re a growing SME or preparing to go public, we’ll guide you every step of the way so your business stays compliant, credible, and ready to scale.
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