Affidavit of Resignation of Director in Kenya

Affidavit of Resignation of Director in Kenya

What is an Affidavit of Resignation of Director?

The Affidavit of Resignation of Director is a sworn statement, made before a Commissioner for Oaths, that confirms a director’s decision to resign from their position. This document not only formalizes the resignation but also helps prevent any future legal or financial claims by the director against the company.

An Affidavit of Resignation of a Director in Kenya is a critical legal document required when a director steps down from their position in a company registered in Kenya. This process is required by the Register of Companies in Kenya, to confirm that the resignation by the director is voluntary. 

The Steps Involved in Filing an Affidavit of Resignation of Director

The process of resigning as a company director in Kenya requires the completion of several steps, including the filing of an affidavit. These steps include:

1. Drafting a Resignation Letter:
   • The first step is for the resigning director to prepare a written resignation letter. This letter should include the director’s name, position, and the effective date of resignation. While optional, stating the reason for resignation can provide additional clarity.
2. Swearing an Affidavit of Resignation of Director:
   • After the resignation letter is completed, the director must swear an Affidavit of Resignation of Director before a Commissioner for Oaths. This affidavit contains the following essential elements:
     • Full legal name and address of the director.
     • The effective date of resignation.
     • A statement that there are no further claims against the company.
     • A declaration that the resignation is voluntary.

Filing the Affidavit of Resignation of Director with the Registrar

Once the affidavit is sworn, it must be submitted to the company. The company then has a legal obligation to file a notice of resignation, along with the Affidavit of Resignation of Director, with the Registrar of Companies within 14 days. This ensures that the director’s resignation is properly recorded in the companies registry, and the company’s records are updated.

Legal Implications of the Affidavit of Resignation of Director

The Affidavit of Resignation of Director plays a vital role in confirming the legality of the director’s resignation. Failing to provide this affidavit may leave the company vulnerable to potential legal disputes or penalties. The affidavit:

• Provides Legal Proof: It acts as evidence that the director resigned willingly and has no further claims against the company.
• Protects the Company and Director: By swearing in the affidavit that there are no outstanding claims, both the company and the resigning director are shielded from potential future disputes.
• Ensures Compliance with the Companies Act: Filing the affidavit is necessary for the company to remain compliant with the Kenyan Companies Act, avoiding penalties or legal challenges.

Why is the Affidavit of Resignation of Director Important?

The Affidavit of Resignation of Director is essential for both legal and practical reasons. It confirms the director’s voluntary resignation, eliminates any ambiguity regarding the resignation process, and provides a clear, formal record that protects both the company and the outgoing director from future disputes. Furthermore, by complying with the Companies Act, companies ensure that their corporate governance remains intact and that their directors are properly recorded with the Registrar.

Do you need an affidavit of resignation of director in Kenya?

In conclusion, the Affidavit of Resignation of Director is a key document in the resignation process for directors in Kenya. It provides legal protection, ensures compliance with the Companies Act, and safeguards both the company and the resigning director from future liabilities. Directors who wish to resign must ensure that they follow the correct legal procedures, including the swearing of the affidavit and the prompt submission of necessary documents to the Registrar of Companies.

Should you wish to resign from a company and need an affidavit of resignation of  a director of a company, please contact us on info@swkadvocates.com