How to Change Company Directors and Shareholders in Kenya (Process & Documents)
Changing directors or shareholders in a company can take different forms, including appointment, resignation, or transfer of shares. While the specific requirements vary depending on the nature of the change, the overall process remains largely the same and is carried out through eCitizen.
Key Documents Required
The following are the core documents required, depending on the type of change:
- Affidavit for Transfer of Shares (for share transfers)
- Share Transfer Form (used to effect transfer of shares, taken to the Ministry of Lands and Physical Planning for franking, and used for payment of stamp duty which is 1% of the value of the shares)
- Form D: CPA-Certified Share Valuation (for share transfers)
- Consent to Act as Director (for new director appointments)
- Resignation Letter (for outgoing directors)
- Board Resolution / Minutes (approving the changes)
Additional forms are generated automatically on eCitizen depending on the nature of the changes.
Process of Changing Directors and Shareholders
Stage 1: Access the System
Log into the director/shareholder account on eCitizen and select the company
Stage 2: Input Changes
Enter the required director or shareholder change details
Stage 3: Prepare Documents
Prepare and sign all required documents based on the type of change
Stage 4: Upload Documents
Upload the completed documents to the system
Stage 5: Payment
Make the required filing payment
Email Confirmation and Approval
After submission, the Business Registration Service sends an email to the relevant party, such as the outgoing director or the person transferring shares.
The email contains a secure link used to confirm the changes. Once confirmed, the application is reviewed and, if in order, approved and updated in the company records.
Important Notes
- Requirements vary depending on the nature of the change
- All documents must be properly signed and accurate to avoid delays
- Share transfers must comply with stamp duty requirements before submission
Need Assistance?
If you need help preparing documents, filing changes, or ensuring compliance, professional assistance can make the process smooth and error-free.
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