Our answer to this question is always through an example comparing a Divorce and the Process of ejecting a Director/Partner from a Business/Company.
Just like a Wedding the period of setting up a company is rosy and the thought of ever separating never crosses the Partner’s minds and hence most of them never care to come up with a prenuptial agreement.
Similarly the process of removing a Partner/Director is often confusing to many and can lead a serious breach of the law if not well executed.
Vacation/Removal of Director can occur as a result of the following;
- When a Director voluntarily Resigns
- When a Director is Removed by Ordinary Resolution of Members
- When there is a Removal by the Court Authority.
- When a Director becomes of Unsound Mind.
- When a Director is absent without permission for more than 6 months from meetings of Directors held during that period.
- When a Director Dies.
- When a Director retires by Rotation under Articles.
- When the Company is Dissolved.
Procedures for Removing a Director according to the Company’s act In Kenya
- Fill in a Form of Transfer of Shares that is Filled and Signed by all the Concerned Parties.
- Fill Form 203 A to show the Outgoing Directors.
- Fill the Annual Returns form to show that Company returns have been made. The form should be Signed by one of the Directors.
- Request for a for a CR12 letter by writing an Application letter to the Registrar of companies.
- During the Annual General Meeting, the minutes must be signed by the Company Chairperson and the Company Secretary. The minutes should show clearly that the directors agreed to remove Directors.
- In case a Director is leaving the Company, he/she should provide a Resignation Affidavit which can be in the form of Resignation letter.
Are you still unsure on the process for removal of a Business Partner/Director? Contact us today and we will gladly help you out.