Appointment and Removal of a Company Secretary in Kenya

Introduction

The appointment and removal of a company secretary is a corporate governance action with administrative and legal implications. The legal reforms made by the Companies Act, 2015 changed several legal requirements for companies, including the requirements for company secretaries.

In this article, we break down everything you need to know about the appointment and removal of a company secretary in Kenya. Whether you’re reorganizing your boardroom or regularizing your company records.

What Is a Company Secretary?

We have explored this in more detail in our earlier article: The Role of a Company Secretary in Kenya. However, as a quick summary:

A company secretary is a senior officer of a company. They are responsible for ensuring legal compliance, maintaining statutory records, advising the board, issuing the various notices under the Companies Act and acting as a link between the company and key regulatory bodies. It is both a strategic and operational role.

Appointment of a Company Secretary

Does Your Company Need a Company Secretary?

Among the changes made by the Companies Act of 2015 was the removal of the blanket requirement that all private companies have a company secretary. Under Section 243 of the Act:

• Private companies with a paid-up capital of less than KES 5 million are not required to appoint a company secretary.
• However, public companies must appoint a qualified company secretary.

The effect of this change is that many older private limited liability companies, which were previously required to have a company secretary under the now-repealed Companies Act (Cap. 486), are no longer legally required to do so.

Therefore, a company may choose to retain the position for good governance, or because its capital exceeds the KES 5 million threshold.

Why Would You Appoint a Company Secretary Voluntarily?

Even if you are not legally required to appoint one, having a company secretary can be highly beneficial. Here’s why:

• Compliance Assurance: Reduces the risk of missed deadlines and penalties.
• Professional Oversight: Helps the board make informed decisions.
• Administrative Support: Manages board meetings, resolutions, and shareholder communication.
• Public Perception: Strengthens investor and stakeholder confidence.

Legal Requirements for Appointment as a Company Secretary

Qualifications

To be eligible for appointment as a company secretary, one must:

• Be a member of the Institute of Certified Secretaries of Kenya (ICSK).
• Hold a valid practising certificate.

According to Section 20 of the Certified Public Secretaries Act, no person can practise as a company secretary unless registered and certified by ICSK.

The Appointment Process

Here’s how to appoint a company secretary in Kenya:

1. Board Resolution

The board must pass a resolution appointing the company secretary. This resolution should be documented in the minutes of the meeting.

2. Obtain Consent

The person being appointed must consent in writing to act as the company secretary.

3. Notify the Registrar of Companies.

The company must notify the Registrar of Companies of the appointment by filing a Notification of Appointment of Secretary (Form CR10).

4. Update Company Records

Enter the new secretary’s details in the company’s statutory registers and official documents (e.g. letterheads, resolutions, minutes, and share registers).

Removal of a Company Secretary in Kenya

You may need to remove a secretary for various reasons. Nevertheless, the process must follow the law to avoid future legal or compliance risks.

Grounds for the Removal of a Company Secretary

There are a few legal and professional grounds that can justify the removal of a company secretary. Some examples are:

• The end of their contractual term,
• Breach of their fiduciary duties,
• Retirement,
• Non-performance,
• change of company structure,
• Failure to renew their annual practising certificate, or
• As a cost reduction measure.

In any of the above cases, the board should document the reasons and ensure the removal process complies with the law and the secretary’s terms of engagement.

There is no specific procedure in the Companies Act for the removal of a secretary. Therefore, companies rely on the process as set out by:

• Their Articles of Association;
• The terms of appointment or contract;
• General company law principles.

Removal can be:

• Voluntary – If the secretary resigns.
• By Board Decision – If the board resolves to remove them.
• By Shareholders – In some cases, especially if the Articles require shareholder approval for the appointment or removal.

The Removal Process

1. Board Resolution or Shareholder Resolution

The board must pass a resolution to remove the company secretary. The resolution should document the reasons clearly, especially if tied to performance or misconduct.

2. Notify the Secretary

Give the company secretary formal written notice of their removal. If the contract requires a notice period, follow it strictly.

3. Notify the Registrar of Companies

Notify the Registrar of Companies of the Removal by filing a Notice of Cessation of Secretary (Form CR13).

4. Update Registers

Remove the name from the register of secretaries and all company stationery.

FAQS on the Appointment and Removal of a Company Secretary in Kenya.

Can a director also act as the company secretary?

Yes, but only in a private company with a share capital below KES 5 million and if they are qualified under ICSK.

Must I hire a company secretary full-time?

No. You can engage either a secretarial firm or an individual on a retainer basis.

How long does the process take?

Usually, 2 to 5 working days on the BRS portal, assuming all documents are in order.

Can I remove a secretary without cause?

Yes, but you must still follow due process, especially if an employment or other types of contract exists with the acting person.

Conclusion

The appointment and removal of a company secretary in Kenya is not just a procedural matter—it is a key governance function. Whether you are appointing a new professional or removing one who no longer serves the company’s interests, you must ensure all actions comply with the law.

If you’re unsure about your company’s status or need assistance with filings and compliance, seek legal assistance from a qualified professional.

Need Help?

Reach out to us for:

• Company secretary appointments or removals
• Updating company records on the BRS portal
• Company audits and compliance reviews
• General corporate advisory services

Schedule A Consultation with our team, Email Us or fill out the form on our Contact Us page for more personalized assistance.