What to Do When a Company Director Dies in Kenya (2026)

Q: Does a company close when a director dies in Kenya?

No. A company does not automatically close when a director dies. Your company remains a separate legal entity. However, you may need to update its director records and appoint a replacement director, depending on your company's structure.

Q: What document is required to remove a deceased director in Kenya?

You should have a certified copy of the death certificate ready. BRS may also request additional company information or supporting documents depending on your circumstances.

August 27, 2026

Estimated Read time: 3 Mins

Table of Contents

Introduction
What Happens When a Company Director Dies in Kenya?
What to Do When a Company Director Dies in Kenya
What Documents Do You Need to Remove a Deceased Director in Kenya?
What Happens If the Deceased Director Also Owned Shares?
What happens to the shares owed by a deceased director-shareholder in Kenya?
What If the Deceased Director Was the Only Director?
How Long Does It Take to Remove a Deceased Director in Kenya?
How Much Does It Cost to Remove a Deceased Director in Kenya?
Common Mistakes to Avoid When a Company Director Dies in Kenya
Frequently Asked Questions: What to Do When a Director Dies in Kenya
Need Help With What to Do When a Director Dies in Kenya?
Recommended Articles
Conclusion

Introduction

What to do when a company director dies in Kenya is not something you expect to deal with when running a company.

But when it happens, you may suddenly have questions: Does the company close? Do I need to notify BRS? What happens to their shares? And what if they were the only director?

The good news is that the death of a director does not automatically close your company. The company continues to exist, but its records need to be updated and the Business Registration Service (BRS) notified that the director has ceased to hold office.

If the deceased was also a shareholder, there is an additional matter to address. Their shares form part of their estate and must be dealt with through the appropriate succession process.

In simple terms, you are dealing with two separate matters:

The directorship – updating the company’s records through BRS.
The shareholding – dealing with the deceased’s shares through their estate, where applicable.

In this guide by M&A Registrars, we briefly cover what to do when a company director dies in Kenya, including the key BRS steps, required documents, shareholding, and what happens if they were the only director.

Let’s dive right in!!

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What Happens When a Company Director Dies in Kenya?

The death of a director in Kenya does not automatically dissolve your company. What you need to do next depends on the role the deceased held.

Situation	What Happens Next?
Only a director	Obtain the death certificate and notify the Registrar of Companies* through BRS that the director has ceased to hold office, generally within 14 days.*
Director and shareholder	First, deal with the director’s cessation through BRS. The deceased’s shares are a separate matter and form part of their estate; they do not automatically transfer to family members.
Only director	The company may need to appoint a replacement director so it can continue operating. If there is no intention to continue the company, the shareholders may instead need to consider the appropriate company deregistration/striking-off process.

What to Do When a Company Director Dies in Kenya

So, what should you actually do if one of your company’s directors dies?

The process will depend on the company’s circumstances, but as a starting point, you should:

Step	What you need to do
1. Check your company records	Confirm the directors, shareholders and company details currently registered with BRS.
2. Confirm their role	Establish whether the deceased was only a director or also a shareholder, as the two matters are handled separately.
3. Prepare the death certificate	Have a clear copy of the death certificate ready in the format required by BRS. Please make sure that it is certified.
4. Access BRS on eCitizen	Log into your eCitizen account and access the company through the Business Registration Service (BRS).
5. Link the company if necessary	If the company is not showing on eCitizen, you may need to complete the company linking process first. If the company was registered before 2017, you must first complete the *company linking process on eCitizen* before you can begin the process of removing the deceased director.
6. Notify BRS of the cessation	Initiate the director cessation process through BRS* and provide the required details.* The CR9 – Notice of Cessation of Office of Directors* is automatically generated by BRS once you initiate the cessation process.*
7. Submit supporting documents	Upload the copy of the certified death certificate and any other documents requested by BRS.
8. Follow up	Monitor the application and respond to any queries or requests for corrections from BRS.
9. Consider the next steps	If the deceased was the only director, consider whether a replacement director needs to be appointed. If they also owned shares, address the shareholding through the appropriate succession process.

What Documents Do You Need to Remove a Deceased director in Kenya?

If you are dealing with the death of a company director in Kenya, it helps to have your documents ready before starting the BRS director cessation process.

You should generally have:

A copy of the death certificate
The company’s registration number
Company details
Details of the deceased director
Details of the remaining directors
Access to the company’s eCitizen/BRS account
Any other documents requested by BRS

The exact requirements may vary depending on your company’s circumstances and any additional documents BRS may request during the application.

If the deceased director was also a shareholder, additional documentation will be required when dealing with the shares through the appropriate succession process.

What Happens If the Deceased Director Also Owned Shares?

This is an important distinction when dealing with what to do when a company director dies in Kenya.

If the deceased was both a director and shareholder, you are dealing with two separate matters:

Directorship: You need to notify BRS that the person has ceased to hold office as a director.
Shareholding: Their shares form part of their estate and must be dealt with through the applicable succession process.

You cannot simply transfer the deceased person’s shares to their spouse, child or another family member. The person dealing with the shares must have the appropriate legal authority to act on behalf of the estate.

Under the Companies Act, shares held by a deceased member may be dealt with by their personal representative, such as an executor or administrator.

What Happens to the shares owned by a deceased director -shareholder in Kenya?

The process will generally depend on whether the deceased left a valid will:

Situation	What Generally Happens
1. Deceased director – shareholder left a valid will	The estate is generally administered through probate. The executor named in the will obtains a Grant of *Probate* and can deal with the deceased’s shares as part of the estate.
2. Deceased died without a valid will	The estate is generally administered through *Letters of Administration.* An administrator is appointed and can deal with the deceased’s shares as part of the estate.
3. Deceased was both director and shareholder	The director cessation is handled through BRS, while the shares are dealt with separately through the estate.

What If the Deceased Director Was the Only Director?

If the deceased was your company’s only director, you should address the vacancy as If you are wondering what to do when a company director dies in Kenya and the deceased was your company’s only director, you should address the vacancy as soon as possible.

The shareholders may need to hold a special resolution/ General Meeting to appoint a replacement director in accordance with the company’s Articles of Association and the Companies Act.

A spouse, child or other family member does not automatically become a director.

If the deceased was also the only shareholder, the situation is more involved because you will need to address both the vacant directorship and the deceased’s shareholding through the appropriate succession process.

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

If you are wondering how long it takes to remove a deceased director in Kenya, there are two timelines to keep in mind.

Under the Companies Act, your company should notify the Registrar of the director’s cessation within 14 days.

This is the statutory notification deadline – not a guarantee that BRS will complete your application within 14 days.

The actual processing time may depend on:

Whether your company is already linked to eCitizen
Whether your application is complete
Whether your documents meet BRS requirements
Whether BRS raises any queries
The Registrar’s workload

For a straightforward deceased director cessation, the process is generally simpler. However, if the deceased also owned shares, the succession process is separate and may take considerably longer.

In short: notify BRS within the required 14-day period, but allow additional time for BRS processing and, where applicable, the succession process.

How Much Does It Cost to Remove a Deceased director in Kenya?

If you are wondering how much it costs to remove a deceased company director in Kenya, the cost will depend on whether you handle the process yourself or engage a company secretarial firm.

Government fees

The current BRS government fees for the removal of a deceased director in Kenya process are approximately KES 3,050.

However, you should confirm the applicable amount on eCitizen when submitting your application, as government charges may change.

Professional fees

If you prefer to have someone handle the process for you, a company secretarial firm like M&A Registrars may charge a separate professional fee for services such as:

Reviewing your company records
Preparing and submitting the BRS application
Following up on the application
Responding to BRS queries
Obtaining updated company records

If the deceased also owned shares, additional fees may apply because the shareholding will need to be dealt with separately through the succession process.

For current professional fees, contact M&A Registrars for a quotation based on your company’s specific circumstances.

Common Mistakes to Avoid When a Company Director Dies in Kenya

If you are dealing with what to do when a company director dies in Kenya, avoiding these common mistakes can save you time and unnecessary delays.

Common Mistake	What you should do Instead
Assuming the company automatically closes	The death of a director does not automatically dissolve your company. Update the company records and deal with any vacant directorship.
Treating directorship and shareholding as the same thing	Deal with the deceased director’s cessation separately from their shares, which form part of their estate.
Automatically transferring shares to a family member	Do not transfer the deceased’s shares simply because someone is a spouse, child or relative. Follow the appropriate succession process.
Ignoring the 14-day notification period	Notify the Registrar of the director’s cessation within the applicable 14-day statutory period.
Forgetting to check eCitizen linking	If your company does not appear on eCitizen, check whether it needs to be linked before starting the BRS director cessation process.
Assuming someone automatically becomes the new director	A new director must be properly appointed in accordance with the company’s articles and the Companies Act.

Key takeaway:

If you are wondering what to do when a company director dies in Kenya, start by separating the director cessation from any shareholding and succession issues.

Frequently Asked Questions: What to Do When a Director Dies in Kenya

If you are wondering what to do when a director dies in Kenya, these are some of the questions you are most likely to have.

1. What should I do when a company director dies in Kenya?

Start by checking your company’s BRS records and confirming whether the deceased was also a shareholder.
You should then obtain the certified death certificate, access the company through eCitizen and notify BRS of the director’s cessation.
If they also owned shares, the shareholding must be dealt with separately through the appropriate succession process.

2. Does a company close when a director dies in Kenya?

A company does not automatically close when a director dies.
Your company remains a separate legal entity. However, you may need to update its director records and appoint a replacement director, depending on your company’s structure.

3. What document is required to remove a deceased director in Kenya?

You should have a certified copy of the death certificate
BRS may also request additional company information or supporting documents depending on your circumstances.

4. What happens to a deceased director’s shares in Kenya?

If the deceased was also a shareholder, their shares form part of their estate and do not automatically transfer to a spouse, child or other family member.
The shares should be dealt with by the deceased person’s personal representative through the appropriate succession process.

5. What happens if the deceased director was the only director?

If the deceased was your company’s only director, you may need to appoint a replacement director so the company can continue operating.
If they were also the only shareholder, you will need to address the shareholding through the deceased person’s estate as well.

Need Help With What to Do When a Director Dies in Kenya?

If you are dealing with the death of a company director, you may already have enough to handle without trying to work through every BRS and eCitizen requirement yourself.

At M&A Registrars, we can help you with the company-side requirements, including:

Deceased director cessation
BRS and eCitizen applications
Company linking
Appointment of new directors
Share transfers
Company records updates
CR12 applications
Other company secretarial services

If you are unsure what to do when a company director dies in Kenya, especially if the deceased was also a shareholder, we can help you understand the required company process and documentation.

Contact M&A Registrars for assistance with updating your company’s records.

Book a free consultation with us today.

Conclusion

If you are wondering what to do when a company director dies in Kenya, remember that there are two separate matters: the directorship and the shareholding.

You will generally need to notify BRS of the director’s cessation through eCitizen. If the deceased also owned shares, those shares form part of their estate and must be dealt with through the appropriate succession process.

If they were your company’s only director or shareholder, additional steps may be required to keep the company operating and properly update its ownership.

The key takeaway: A director’s death does not automatically end your company. You simply need to deal with the director’s cessation and, where applicable, the deceased’s shares separately.

Would you like us to assist you:

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Disclaimer

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

While we strive to keep the information accurate and up to date, government procedures, requirements, and fees may change; therefore, you should seek professional advice before making decisions relating to your business.

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