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Removing a Director from a company
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leona
#1 Posted : Monday, March 14, 2016 11:41:34 AM
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Joined: 8/1/2008
Posts: 1,432
Location: Marsabit
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance
Nevermind what haters say, ignore them til they fade away - Just live your life
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mkenyan
#2 Posted : Monday, March 14, 2016 12:05:25 PM
Rank: Veteran


Joined: 4/1/2009
Posts: 1,883
leona wrote:
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance

1. long story. best see a lawyer.
2. yes.
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leona
#3 Posted : Monday, March 14, 2016 12:30:18 PM
Rank: Elder


Joined: 8/1/2008
Posts: 1,432
Location: Marsabit
mkenyan wrote:
leona wrote:
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance

1. long story. best see a lawyer.
2. yes.


Asante @Mkenyan

Lawyers in the house.. I need your services
Nevermind what haters say, ignore them til they fade away - Just live your life
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Muheani
#4 Posted : Monday, March 14, 2016 2:32:03 PM
Rank: Veteran


Joined: 11/20/2009
Posts: 1,402
leona wrote:
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance


Yes director can remain one

We went through a directors change. Lawyer involved . Paid 38k
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Swenani
#5 Posted : Monday, March 14, 2016 2:35:07 PM
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Joined: 8/15/2013
Posts: 13,237
Location: Vacuum
Muheani wrote:
leona wrote:
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance


Yes director can remain one

We went through a directors change. Lawyer involved . Paid 38k


Removing a director is just through an AGM vote, but removing a shareholder is a bit tricky if the shareholder is not willing to quit
If Obiero did it, Who Am I?
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Muheani
#6 Posted : Monday, March 14, 2016 8:05:24 PM
Rank: Veteran


Joined: 11/20/2009
Posts: 1,402
Swenani wrote:
Muheani wrote:
leona wrote:
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance


Yes director can remain one

We went through a directors change. Lawyer involved . Paid 38k


Removing a director is just through an AGM vote, but removing a shareholder is a bit tricky if the shareholder is not willing to quit


I guess @leona is referring to a Ltd company with only two shareholders who are the registered Directors.
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Swenani
#7 Posted : Monday, March 14, 2016 10:40:10 PM
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Joined: 8/15/2013
Posts: 13,237
Location: Vacuum
Muheani wrote:
Swenani wrote:
Muheani wrote:
leona wrote:
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance


Yes director can remain one

We went through a directors change. Lawyer involved . Paid 38k


Removing a director is just through an AGM vote, but removing a shareholder is a bit tricky if the shareholder is not willing to quit


I guess @leona is referring to a Ltd company with only two shareholders who are the registered Directors.


Then that'snot removing a director but changing shareholding structure
If Obiero did it, Who Am I?
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TPK
#8 Posted : Thursday, March 17, 2016 12:29:23 PM
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Joined: 6/17/2011
Posts: 129
Location: Nairobi
leona wrote:
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance



Please contact company secretaries called fledge registrars, who specialize in these kind of changes. They are very efficient and reasonable in their charges. Their email is info@fledgeregistrars.co.ke

As long as you're going to be thinking anyway, think big
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Impunity
#9 Posted : Tuesday, May 03, 2016 3:14:19 PM
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Joined: 3/2/2009
Posts: 26,328
Location: Masada
leona wrote:
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance


Pay someone 20 bob to go shit on his desk.
Portfolio: Sold
You know you've made it when you get a parking space for your yatcht.
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kediveKed
#10 Posted : Tuesday, May 03, 2016 4:16:18 PM
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Joined: 3/28/2016
Posts: 37
Location: nairobi
leona wrote:
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance

Yes a director can be removed. The problem is if the director is a majority shareholder in the company. in such a situation it would be difficult if\she is not willing to relinquish the position.

You can negotiate with the director in question and offer to buy his/her shareholding in the company. obviously the offer needs to be really good. otherwise if/she refuses you can just form another company or find a way to dilute his shareholding...like mark zuckerburg did to Eduardo saverin in Facebook.

and yes in the new companies act 2015 a company can have one director.
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alma1
#11 Posted : Tuesday, May 03, 2016 4:41:34 PM
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Joined: 9/19/2015
Posts: 2,871
Location: hapo
kediveKed wrote:
leona wrote:
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance

Yes a director can be removed. The problem is if the director is a majority shareholder in the company. in such a situation it would be difficult if\she is not willing to relinquish the position.

You can negotiate with the director in question and offer to buy his/her shareholding in the company. obviously the offer needs to be really good. otherwise if/she refuses you can just form another company or find a way to dilute his shareholding...like mark zuckerburg did to Eduardo saverin in Facebook.

and yes in the new companies act 2015 a company can have one director.


kediveKed love your option much better. But explain slowly for us non-lawyers. So I have company A with 50% holding with x and y.

X wants y gone.

So you form company B that owns company A? Or how does it work?
Thieves are not good people. Tumeelewana?
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Obi 1 Kanobi
#12 Posted : Wednesday, May 04, 2016 2:29:22 PM
Rank: Elder


Joined: 7/23/2008
Posts: 3,017
leona wrote:
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance


Its a dormant company, so no value other than registration fee. Assuming, 2 people with equal share, offer to refund his portion of registration fee (Sh, 7,500), take up his share and then ask him to resign. you then need another shareholder to take up the share (Company min 2; does new law allow one?). If he is attached to the company then have him/her buy you out then resign and form another company.

The later option is better coz depending on how long the company has been dormant, you may find yourself with huge accrued late filing penalties.
"The purpose of bureaucracy is to compensate for incompetence and lack of discipline." James Collins
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WalterWhite
#13 Posted : Wednesday, May 04, 2016 4:15:57 PM
Rank: New-farer


Joined: 1/3/2016
Posts: 29
leona wrote:
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance


If the director is also a shareholder, you cannot deny them their property. If he's not a shareholder, then a majority vote by the other directors indicating the same will do.
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kediveKed
#14 Posted : Wednesday, May 04, 2016 4:52:03 PM
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Joined: 3/28/2016
Posts: 37
Location: nairobi
alma1 wrote:
kediveKed wrote:
leona wrote:
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance

Yes a director can be removed. The problem is if the director is a majority shareholder in the company. in such a situation it would be difficult if\she is not willing to relinquish the position.

You can negotiate with the director in question and offer to buy his/her shareholding in the company. obviously the offer needs to be really good. otherwise if/she refuses you can just form another company or find a way to dilute his shareholding...like mark zuckerburg did to Eduardo saverin in Facebook.

and yes in the new companies act 2015 a company can have one director.


kediveKed love your option much better. But explain slowly for us non-lawyers. So I have company A with 50% holding with x and y.

X wants y gone.

So you form company B that owns company A? Or how does it work?


By suggesting the formation of a new company all together, I meant that it could be easier to form a new company all together than try push out a director who is not willing to leave. Furthermore, you don't need an advocate to form a new company. The new companies act makes it so easy to form a company as the troublesome issues such as MOA and AOA which were important issues have been watered down.

Directors are generally hard to remove. So again best option is buying them out or watering down their shareholding to a point where removing them is easy.
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Swenani
#15 Posted : Thursday, May 05, 2016 3:52:52 PM
Rank: User


Joined: 8/15/2013
Posts: 13,237
Location: Vacuum
alma1 wrote:
kediveKed wrote:
leona wrote:
Hi Wazuans

How does one go about removing a dormant Director from a Limited Liability Company? - Removing from the documents that is

Secondly, can an LTD remain with only one Director?

Thanks in advance

Yes a director can be removed. The problem is if the director is a majority shareholder in the company. in such a situation it would be difficult if\she is not willing to relinquish the position.

You can negotiate with the director in question and offer to buy his/her shareholding in the company. obviously the offer needs to be really good. otherwise if/she refuses you can just form another company or find a way to dilute his shareholding...like mark zuckerburg did to Eduardo saverin in Facebook.

and yes in the new companies act 2015 a company can have one director.


kediveKed love your option much better. But explain slowly for us non-lawyers. So I have company A with 50% holding with x and y.

X wants y gone.

So you form company B that owns company A? Or how does it work?


@Alma,from my fisheating knowledge,If you form company B with one director(X as the sole director),you will still be in the same position (since you will only transfer your 505 shareholding to company B).

If Y is unwilling to go, the best way is to agree with Y to invite an additional shareholder(Z-to act as your proxy though) where both X and Y will each sell 16.67% of their shares to Z; then buy back the 33.33% from Z to become the majority shareholder with 67.67% shares and offer to buy off 33.33% of Y.

The other option is to dissolve the company.

It's not easy to remove an unwilling director/shareholder who has half or more shares in a company.
If Obiero did it, Who Am I?
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