Transfer of Share(s) and Change of Directorship of a Company

Transfer of share(s) and change of directorship of a company is usually lodged at the company registry on behalf of the directors of the company by a Certified Public Secretary of Kenya (CPSK). In Kenya, the following is the requirements and the procedure followed under the Companies Act 2015.

General Requirements

  • Memorandum and Articles of Association of the company (for the companies which the directors have not resolved to adopt the model articles of association as provided for by the company’s act 2015)
  • Copy of Certificate of Incorporation
  • The company must have filled all its annual returns for the previous years with the registrar of companies.
  • In addition the company must file interim returns (for part of the current incomplete year).
  • Obtain minutes for the meeting in which the resignation (of outgoing) and appointment (of incoming) director(s) was discussed.
  • File CR 19 (notice of special/ordinary resolution required by companies act to be lodged with registrar)

Requirements for Incoming Director(s)

  • Obtain consent from the person(s) being appointed as director(s).
  • Obtain residential address of the new director and file CR 8 (Notice for residential address/change of address of director(s) of company)
  • Obtain copies of PIN, National ID or Passport and passport size photo for the new director
  • File CR 6 (Notice for appointment of new director(s) and their particulars.

Requirements for Outgoing Director

  • Obtain written resignation letter from the outgoing director (s)
  • File CR 9 (Notice of cessation of office of directors)
  • Obtain an affidavit indicating that you are willingly resigning as director(s) and transferring your interest to another director(s).

Transfer of Shareholding

  • The parties involved i.e. the outgoing director(s)/transferor(s) and incoming director(s)/transferee(s) should sign a transfer deed (Form of transfer).
  • The company secretary will then assess the stamp duty and have the transfer lodged (registered) at the Registrar of Companies.

Confirmation of the Transfer

Once the changes have been effected successfully, the company Sectretary requests for the new list of director(s) and their shareholding by obtaining the CR 12 from the company’s registry

About the Author

Thank you for reading this article. The author, James Ndambiri is an avid Business Advisor and Consultant: A Tax Surgeon, Proficient Accountant, Skilled Auditor, a Guru in Financial and Investment management, Expert in Business Strategy Formulation, Business Transformation Wizard, Family Business Advisor, Lecturer, Business Coach and a Family Man.

James is the Founder, Team Leader, CEO & Managing Partner of MNC Consulting Group. MNC Consulting Group is your most trusted and respected professional business consulting firm recognized by our clients for delivering excellent business advisory and consulting services that create value to their ventures. With our focus set on value addition, we offer our clients the highest quality professional services in Accounting, Audit and assurance, Tax, Business Transformation, Investments and Financial Advisory, Family Business Advisory, Company Secretarial Services and Property Management that addresses their business needs through attracting, recruiting and retaining knowledgeable and passionate professionals who enable us to deliver superior results while contributing positively to the community in which we live and work.

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