Does a private company need a company secretary?
Companies Act, 2015 · sources read 4 Oct 2026
A private company only needs a company secretary if its paid-up capital is KSh 5 million or more. Every public company must have at least one secretary, who must hold a practising certificate as a Certified Public Secretary.
- Deadline
- Public companies: notify the Registrar within 14 days of a secretary's appointment or exit
- Where
- Business Registration Service (Registrar of Companies), online through eCitizen
Steps
- No secretary in a smaller private company? A director, or someone the directors authorise, can do the secretary's tasks, and notices can be served on the company itself.
- A public company tells the Registrar within 14 days when a secretary is appointed or leaves, with the new secretary's written consent to act.
- If a public company has no secretary, the Registrar can direct it to appoint one, giving it between one and three months.
Watch out
- A public company's secretary must hold a practising certificate under the Certified Public Secretaries of Kenya Act. Directors who don't ensure this can be fined up to KSh 200,000.
- Ignoring the Registrar's direction to appoint a secretary can cost the company and each officer in default a fine of up to KSh 500,000.
- Since 2023, a private company (or company limited by guarantee) that has neither a company secretary nor a director living in Kenya must appoint a contact person who lives permanently in Kenya, and notify the Registrar.
Who this covers
- Private companies with paid-up capital of KSh 5 million or more
- All public companies
Official sources (1)
- Companies Act, 2015 (No. 17 of 2015) new.kenyalaw.org · read 4 Oct 2026