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Board Resolution for Appointment of Company Secretary

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Microsoft Word (Editable)
Pages
3
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Document Overview

A Board Resolution for Appointment of a Company Secretary is a formal written decision passed by the Board of Directors of a company to appoint a qualified Company Secretary in accordance with the Companies Act, 2015 (Kenya).
In Kenya, a Company Secretary is mandatory for public companies and optional for private companies, unless otherwise required by the company’s Articles of Association.

Key Components:
1. Company Details
2. Meeting Details
3. Legal Basis for Appointment
4. Resolution Text
5. Authorization
6. Signatures

Purpose of a Board Resolution for Appointment of a Company Secretary:
1. Legal Compliance
2. Corporate Governance – Establishes a responsible professional to oversee governance, compliance, and regulatory matters.
3. The resolution is required for filing Form CR14 with the Business Registration Service (BRS) in Kenya.
4. Acts as evidence of the Board’s decision and is recorded in the company’s Board Minutes Book.
5. Clearly defines the roles and responsibilities of the Company Secretary to avoid conflicts in management.
6. Assures investors, regulatory authorities, and business partners that the company operates under good corporate governance practices.

Notes:
1. The resolution should be entered into the Board Minutes Book.
2. For public companies, submission of CR14 (Change of Company Secretary Form) to the Business Registration Service (BRS) is mandatory.
3. If the Company Secretary is a firm, ensure the firm is registered with the Institute of Certified Secretaries (ICS) Kenya.

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