Removing a Director from a Company in Kenya (Guide 2026)

Q: Can I remove a director in my company and add another one at the same time?

Yes. A company can remove an outgoing director and appoint a new director as part of the same company update process, provided all required supporting documents for both changes are submitted.

Q: Do I need to get a new CR12 after I have removed a director from a company in Kenya?

Yes. After the Registrar of Companies approves the director removal, it is advisable to obtain an updated CR12 to confirm that the company's records have been updated and reflect the current directors and shareholders.

Q: Do I need a lawyer to remove a director from a company in Kenya?

No. A lawyer is not legally required to remove a director from a company in Kenya. However, professional assistance may help ensure compliance with legal requirements and reduce the risk of delays, especially in complex situations.

Q: Can I remove myself as a director from my company in Kenya?

Yes. A director may voluntarily resign by submitting a resignation to the company and completing the required filing procedures. If the individual is also a shareholder, resignation as a director does not automatically remove their shareholding.

Q: Can you remove a director from a company in Kenya without their knowledge?

Generally, no. The Companies Act, 2015 requires the proper legal process to be followed, including providing notice and an opportunity for the director to respond where applicable. Failure to follow the required procedures may result in the application being rejected.

Q: Can shareholders remove a director from a company in Kenya?

Yes. Shareholders may remove a director before the end of their term by passing an ordinary resolution at a general meeting, provided the required notice and legal procedures are followed.

June 4, 2026

Estimated Read time: 3 Mins

Introduction

Removing a Director from a Company in Kenya is a common company secretarial process that allows a company to update its management structure and remain compliant with the Companies Act, 2015.

If you are wondering about Removing a Director from a Company in Kenya, you are not alone.

Many company owners and shareholders in Kenya eventually need to remove a director due to resignation, disagreements, retirement, death, bankruptcy, or changes in the company’s management structure.

The good news is that Removing a Director from a Company in Kenya using eCitizen can be done online through the Business Registration Service (BRS) portal.

However, the process must follow the requirements of the Companies Act, 2015 and the Registrar of Companies.

In this simple guide by M&A Registrars, you will learn who a director is, when a director can be removed, the documents required, the forms you need, the costs involved, and the step-by-step process of removing a director from a company in Kenya using eCitizen.

So let’s dive right in!!

Key Takeaways

A director can be removed through resignation, death, bankruptcy, court order, retirement, or shareholder resolution.
The process is completed through the eCitizen Business Registration Service (BRS) portal.
Form CR9 is the main form used to notify the Registrar that a director has ceased holding office.
Additional documents, such as meeting minutes, resolutions, resignation letters, or death certificates may be required depending on the circumstances.
A new CR12 should be obtained after approval to confirm the updated company structure.

Table of Contents

Introduction
Who is a Director in a Company in Kenya?
Can Shareholders Remove a Director from a Company in Kenya?
How Do I Remove a Director from a Company in Kenya?
What Are the Requirements for Removing a Director from a Company in Kenya?
Which Form Is Required When Removing a Director from a Company in Kenya?
Step-by-Step Process for Removing a Director from a Company in Kenya using eCitizen (BRS Portal)
Recommended Articles
How Long Does It Take to Remove a Director from a Company in Kenya?
How Much Does It Cost to Remove a Director from a Company in Kenya?
What’s the Difference Between Removing a Director and Removing a Shareholder in a Company in Kenya?
FAQs on Removing a Director from a Company in Kenya using eCitizen
Conclusion
Need Help Removing a Director from a Company in Kenya?
Disclaimer

Who is a Director in a Company in Kenya?

A director is a person appointed to manage and oversee the affairs of a company.

Under the Companies Act, 2015:

A private company must have at least one director.
A public company must have at least two directors.
At least one director must be a natural person (an actual human being rather than another company).

As a director, you are responsible for

Making important decisions,
Approving company transactions,
Ensuring compliance with the law, and acting in the best interests of the company.

Think of directors as the people responsible for running the company on behalf of the shareholders.

Want to get a Company KRA PIN for a company with only foreign directors in Kenya?

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Can Shareholders Remove a Director from a Company in Kenya?

Yes.

Under the Companies Act, 2015, shareholders have the power to remove a director before the expiry of their term of office.

This is typically done by passing an ordinary resolution at a general meeting of the company, provided the required notice and procedures prescribed by law are followed.

In practice, shareholder removal is one of the most common reasons for removing a director from a company in Kenya.

It often occurs where there are management disagreements, conflicts of interest, non-performance, or changes in the company’s ownership or leadership structure.

Note

Removing a person as a director does not automatically remove them as a shareholder.
If the outgoing director also owns shares in the company, a separate share transfer process may be required if the intention is for them to cease being an owner of the company.
Until the shares are transferred, the individual may remain a shareholder even after they have been removed as a director.

How Do I Remove a Director from a Company in Kenya?

Under the Companies Act, 2015, a director may cease holding office under several circumstances.

The process and documents required will depend on the reason the director is leaving the company.

Once the necessary company approvals and supporting documents have been obtained, the change must be filed through eCitizen for approval by the Registrar of Companies.

Circumstances in which a Director Can Be Removed from a company in Kenya	What it Means
Voluntary Resignation	● A director chooses to step down by giving written notice of resignation to the company.
Removal by Shareholders	● Shareholders may remove a director by passing an ordinary resolution at a general meeting, provided the required legal procedures are followed.
Retirement	● A director may retire in accordance with the company’s Articles of Association or at the end of their term of office.
Death	● If a director dies, the company must notify the Registrar of Companies and provide a copy of the death certificate.
Bankruptcy	● A director may cease holding office if they are declared bankrupt under applicable insolvency laws.
Mental Incapacity	● A director may be removed if they are legally declared to be of unsound mind or incapable of performing their duties.
Court Order	● A court may order the removal or disqualification of a director in certain circumstances.
Disqualification under the Companies Act, 2015	● A director may be disqualified from holding office where they fail to meet the legal requirements prescribed under the Companies Act, 2015.

It is important to note that the reason for the director’s departure will determine the documents that must be submitted when applying for the change through eCitizen.

What Are the Requirements for Removing a Director from a Company in Kenya?

The documents you will need for removing a director from a company in Kenya depend on the reason the director is leaving office.

The table below shows the documents you may need depending on your situation:

Circumstance	Documents Required
Voluntary Resignation	*You will generally need:* Resignation letter Statutory declaration or affidavit Board meeting minutes noting the resignation Form CR9
Removal by Shareholders	*You may need:* Special notice of the meeting Proof of service of notice to the director Notice of general meeting Meeting minutes Resolution removing the director Form CR19 Form CR9
Retirement	Meeting minutes confirming the retirement and Form CR9.
Death	*You may need:* Death certificate Board meeting minutes noting the death Form CR9
Bankruptcy	*You may need:* Bankruptcy order Form CR9
Mental Incapacity	Relevant court order or supporting legal documentation, together with Form CR9.
Court Order	Court order directing the removal or disqualification of the director and Form CR9.

Note

The Registrar of Companies may request additional documents depending on the circumstances of the application.
To avoid delays, ensure that all supporting documents are properly signed, dated, and uploaded when submitting the application through eCitizen.

Which Form Is Required When Removing a Director from a Company in Kenya?

If you are removing a director from a company in Kenya, the main form you will usually need is:

Form CR9 – Notice of Cessation of Office of Director

Form CR9 is used to notify the Registrar of Companies that a director has ceased holding office.

Whether the director is resigning, being removed by shareholders, retiring, becoming bankrupt, or passing away, Form CR9 is typically the primary form used to record the change.

However, Form CR9 alone is usually not enough. Depending on your circumstances, you may also need to submit additional forms and supporting documents.

Depending on the circumstances, you may also be required to submit:

Form CR19 (Extract of Minutes)
Board resolutions
Shareholder resolutions
Supporting documents such as resignation letters or death certificates

Step-by-Step Process for Removing a Director from a Company in Kenya using eCitizen (BRS Portal)

If you are removing a director from a company in Kenya, the application is submitted online through the Business Registration Service (BRS) portal on eCitizen.

The exact documents required will depend on the reason the director is leaving office, but the overall process is generally the same.

Step	What You Need To Do
Step 1: Log into eCitizen	Sign in to your eCitizen account and access the Business Registration Service (BRS) portal. Navigate to the BRS V2, then select Company Registry Services
Step 2: Select Your Company	From your dashboard, select the company / Business whose directorship you would like to update.
Step 3: Click “Maintain Company”	Navigate to the company maintenance section where company changes are filed.
Step 4: Select “Change of Officials”	*Choose the option that allows you to add, remove, or update company officials.* (Listed as “company structure update (share transfer, appointment & cessation of directors”
Step 5: Enter the Director’s Details	Select the outgoing director and indicate the reason they are ceasing to hold office (for example, resignation, removal, retirement, death, or bankruptcy).
Step 6: Upload Supporting Documents	Upload the documents relevant to your application, such as a resignation letter, meeting minutes, resolutions, Form CR9, Form CR19, death certificate, or any other supporting documents required.
Step 7: Pay the Applicable Government Fee	Make the required payment through the eCitizen platform.
Step 8: Submit the Application	Review the information provided and submit the application to the Registrar of Companies for processing.
Step 9: Await Review and Approval	The Registrar will review your application and may request additional documents or clarification if necessary
Step 10: Download Updated Company Records	Once your application is approved, obtain an updated CR12 to confirm that the director has been removed from the company’s records.

How Long Does It Take to Remove a Director from a Company in Kenya?

The processing time depends on:

Accuracy of documents submitted
Current workload at the Registrar of Companies
Whether additional information is requested

In most cases, Removing a Director from a Company in Kenya through eCitizen may take between 2 and 4 weeks, depending on the complexity of the application, the documents submitted, and the current workload at the Registrar of Companies.

More complex cases involving disputes or shareholder conflicts may take longer.

How Much Does It Cost to Remove a Director from a Company in Kenya?

The cost of Removing a Director from a Company in Kenya using eCitizen includes:

Cost	What You Should Know
Government Fees	The official filing fees payable through eCitizen are usually around KES 1,550. This typically includes the director removal application and obtaining an updated CR12 (Official Search) after approval.
Professional Fees	If you engage a company secretarial firm or corporate services provider such as M&A Registrars, additional professional fees may apply for preparing documents, filing the application, and managing the process on your behalf.

The exact cost depends on:

The complexity of the Application
Whether shares are also being transferred
The number of directors Being Removed or Appointed
Any additional compliance requirements

Need Help?

If you would like assistance with removing a director from a company in Kenya, our team at M&A Registrars can handle the entire process for you, from document preparation and filing to obtaining an updated CR12.

Request a free quote today and we’ll be happy to guide you through the process.

What's the Difference Between Removing a Director and Removing a Shareholder in a Company in Kenya?

Although a person may be both a director and a shareholder, removing them from one role does not automatically remove them from the other.

Removing a Director	Removing a Shareholder
Changes the company’s management structure.	Changes the company’s ownership structure.
Processed through a director cessation or removal filing on eCitizen.	Usually requires a share transfer or transmission process.
Typically requires Form CR9 and supporting documents.	Typically requires share transfer documents and updates to the company’s register of members.
The person stops acting as a director.	The person ceases to own shares in the company.

FAQs on Removing a Director from a Company in Kenya using eCitizen

1. Can I remove a director in my company and add another one at the same time?

Yes
You can remove an outgoing director and appoint a new director as part of the same company update on eCitizen.
However, you must submit all the required supporting documents for both the director leaving office and the director being appointed.
This is a common approach where a company is restructuring its management or replacing a departing director.

2. Do I need to get a new CR12 after I have removed a director from a company in Kenya?

Yes
After the Registrar of Companies approves the director removal, you should obtain an updated CR12 (Official Search) to confirm that the company’s records have been updated.
The new CR12 will show the current directors and shareholders of the company.

3. Do I need a lawyer to remove a director from a company in Kenya?

No
You are not legally required to hire a lawyer to remove a director from a company in Kenya.
However, professional assistance from a company secretarial firm such as M&A Registrars can help ensure the process is completed correctly and without unnecessary delays.
Professional support is particularly useful where there are shareholder disputes, share transfers, or complex company structures.

4. Can I remove myself as a director from my company in Kenya?

Yes
You can voluntarily resign as a director by submitting a resignation letter to the company and completing the required filing through eCitizen.
However, if you are also a shareholder, resigning as a director does not automatically remove you as a shareholder. A separate share transfer process may

5. Can you remove a director from a company in Kenya without their knowledge?

Generally, no.
The Companies Act, 2015 requires companies to follow the proper legal process when removing a director. In most cases, the director must be given notice of the proposed removal and an opportunity to respond.
In addition, the Business Registration Service (BRS) may send notifications or consent requests to the outgoing director during the application process. Failure to follow the correct procedure may result in the application being rejected by the Registrar of Companies.

6. Can Shareholders Remove a Director from a Company in Kenya

Yes
Under the Companies Act, 2015, shareholders can remove a director before the end of their term by passing an ordinary resolution at a general meeting, provided the required notice and procedures are followed.
This is one of the most common methods of removing a director from a company in Kenya, especially where there are management disagreements, governance concerns, or changes in ownership.

7. What happens after removing a director from a company in Kenya?

Once the Registrar of Companies approves the application, the director’s details are removed from the company’s official records.
You should then obtain an updated CR12 to confirm the change. The outgoing director will no longer have authority to act on behalf of the company as a director.
However, if the person still owns shares in the company, they may remain a shareholder unless a separate share transfer process has been completed

Conclusion

Removing a Director from a Company in Kenya using eCitizen is an important company secretarial process that helps you keep your company’s records accurate and compliant with the Companies Act, 2015.

Whether you are dealing with a director’s resignation, retirement, death, bankruptcy, or shareholder-led removal, it is important to follow the correct procedure and submit the required documents through the Business Registration Service (BRS) portal on eCitizen.

Once your application is approved, remember to obtain an updated CR12 to confirm that the change has been successfully reflected in the company’s records.

By understanding the requirements, forms, costs, and process involved, you can complete the director removal process smoothly and avoid unnecessary delays or rejection by the Registrar of Companies.

Need Help Removing a Director from a Company in Kenya?

If you would rather have an experienced team handle the process for you, M&A Registrars is here to help.

We can assist you with:

Director removals
Director appointments
Share transfers
CR12 applications
Annual returns filing
Company secretarial services
General company compliance under the Companies Act, 2015

From preparing the required documents to filing the application and obtaining an updated CR12, we can guide you through the entire process.

Request a free quote today and let us help you remove a director from your company quickly and compliantly.

Would you like us to assist you:

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Disclaimer

This article is provided for general informational purposes only and does not constitute legal advice, company secretarial advice, or professional advice.

Before making decisions affecting your company, you should consider seeking professional advice tailored to your specific circumstances.

Sources