Guide to Changing Directors for a Company Limited by Guarantee

Understanding the Costs & Process

Clarifying the change of directors company limited by guarantee Kenya fees is the first step in ensuring your organisation remains compliant. The process, governed by the Companies Act, 2015, involves specific statutory filings and resolutions. Whether you are appointing a new director or noting the cessation of an existing one, understanding the required documentation, procedural steps through the Business Registration Service (BRS), and associated costs is critical. This comprehensive guide breaks down the entire procedure, from the necessary board meetings to filing the correct forms like the CR6 and CR9. We provide a clear cost estimate, helping your organisation navigate these corporate governance changes in Kenya smoothly and efficiently, avoiding any potential penalties for non-compliance.

The Legal Framework: Compliance under the Companies Act, 2015

In Kenya, any change in the directorship of a company limited by guarantee is strictly regulated by the Companies Act, 2015. This legislation is the cornerstone of corporate governance, ensuring transparency and accountability. The process is managed by the Business Registration Service (BRS), with all filings executed electronically via the eCitizen portal. Key statutory forms include the CR6 (Notice of Appointment of Director), CR8 (Notice of Residential Address of Director), and the CR9 (Notice of Cessation of Office of Director). For an appointment, the proposed director must provide a signed Consent to Act as Director. A crucial document is the board resolution, which must be passed and documented in the company's meeting minutes, authorising the change. This resolution formally records the company's decision. Failure to notify the Registrar of Companies within the stipulated timeframe (typically 14 days) can result in significant penalties. Therefore, adhering to these legal requirements is not just procedural; it's a fundamental compliance obligation for all non-profits and similar entities registered in Kenya.

Step-by-Step Procedure for Director Changes in Kenya

Navigating the change of directors for your company limited by guarantee involves a clear, sequential process. Following these steps ensures full compliance with Kenyan law.

1. Convene a Board Meeting: The first step is to hold a board meeting to pass a resolution to either appoint a new director or accept the resignation/removal of an existing one. This meeting and the resolution must be properly minuted.

2. Obtain Necessary Documents: For a new director, you must obtain a copy of their KRA PIN certificate, National ID/Passport, a passport-sized photograph, and a signed CR8 form and Consent to Act as Director. For a departing director, a resignation letter is typically required, which forms the basis for filing a CR9 form.

3. File the Changes on the BRS Portal: An authorised person (company secretary or a director) must log into the company's profile on the eCitizen BRS portal. Here, you will initiate the 'Change of Particulars' application.

4. Complete and Upload Statutory Forms: Fill out the relevant online forms (CR6 for appointment, CR9 for cessation) and upload scanned copies of the signed resolution, consent letter, and the new director's identification documents.

5. Pay Statutory Fees & Finalise: Pay the requisite government filing fee online. Once the payment is confirmed, the BRS will review the application. Upon approval, the Registrar of Companies updates the company's records. You can then apply for a new CR12 to reflect the updated list of directors.

A Clear Breakdown of Fees & Costs (in KES)

The total change of directors company limited by guarantee Kenya fees comprise two main components: statutory government fees and professional legal fees. Understanding this breakdown is key for budgeting.

1. Statutory Government Fees: The Business Registration Service (BRS) charges a nominal fee for filing the notice of change of directors. As of 2024, this filing fee is typically KES 850 per change filed through the eCitizen portal. This fee is non-negotiable and paid directly to the government.

2. Professional Legal/Secretarial Fees: This is the fee charged by a law firm or a certified public secretary for managing the process. It covers drafting the board resolutions, preparing all statutory forms (CR6, CR8, CR9), ensuring compliance, handling the online BRS submission, and follow-up. For a standard change of directors, professional fees in Kenya typically range from KES 10,000 to KES 20,000, depending on the complexity and the number of directors being changed. This fee ensures the process is handled correctly and efficiently, saving your organisation valuable time and preventing costly errors.