In Kenya, the removal of a director in a limited liability company is typically governed by the company’s articles of association and the Companies Act, 2015. The specific procedures for director removal may vary depending on the company’s individual circumstances and the provisions outlined in its articles of association. Here are some general steps to consider:
- Review the Articles of Association: The articles of association contain the rules and regulations governing the company’s internal affairs. It usually outlines the procedures for director removal. It’s important to review this document to understand the specific requirements and procedures that need to be followed.
- Call a Board Meeting: As a director cannot be removed unilaterally, a board meeting should be called to discuss the removal. The notice period and procedures for convening a board meeting should be followed as outlined in the articles of association.
- Pass a Resolution: During the board meeting, a resolution for the removal of the director should be proposed and passed by the majority of the directors. The specific voting requirements should be followed as specified in the articles of association.
- Special Notice: After the resolution is passed, a special notice should be sent to all company shareholders at least 28 days prior to the general meeting. The notice should include the intention to remove the director and the reasons behind the proposed removal.
- General Meeting: A general meeting should be held, and the proposed resolution for the director’s removal should be presented to the shareholders. The resolution requires a special resolution, which typically requires a 75% majority vote for it to pass.
- Director’s Right to Be Heard: The director being removed should have the opportunity to be heard at the general meeting and present their case, if they wish to do so.
- Registrar of Companies: After the resolution is passed at the general meeting, the company should notify the Registrar of Companies within the prescribed time frame, as specified by the Companies Act, 2015.
- The last procedure is to apply for the removal using the e-citizen platform.All required documents are signed and uploaded when making the application
It’s worth noting that the specific requirements and procedures may vary depending on the company’s circumstances and the articles of association. It’s advisable to consult a legal professional or seek guidance from a corporate secretary to ensure compliance with the relevant laws and regulations.