AGM in Kenya: A Comprehensive Guide to Annual General Meetings

Understanding the requirements for an AGM in Kenya is essential for legal, tax, and compliance professionals managing entities in East Africa. This guide walks you through the key obligations, deadlines, and procedures that govern annual general meetings under Kenya’s Companies Act. Whether you’re coordinating shareholder notifications or ensuring timely filings, this article will help you stay compliant and avoid costly penalties.

What is the legal deadline for holding an AGM?

Every company in Kenya must convene a general meeting once a year. The only exception applies to single member companies, which are not bound by this requirement.

Public companies face stricter rules. They must hold their AGM within six months from the day following their accounting reference date. This deadline applies each year, regardless of any other meetings the company may hold.

Private companies enjoy more flexibility, though they must still meet the annual meeting requirement unless they qualify as single member entities.

Can a company reschedule its AGM?

Yes, rescheduling is possible. The Registrar may extend the annual general meeting period upon application by the company or for any other reason deemed appropriate. This extension can even push the meeting beyond the calendar year if necessary.

Companies should apply for an extension well in advance if they anticipate difficulties meeting the original deadline. Waiting until the last moment may leave insufficient time for the Registrar to process the request.

What happens if a company fails to hold its AGM?

Non-compliance carries significant consequences. A company that fails to hold its AGM commits an offence and faces a fine of up to KES 100,000.

Beyond the financial penalty, failing to hold an AGM can damage stakeholder trust and create complications for future corporate decisions. Directors should treat this deadline as non-negotiable.

Who can call an AGM and what notice is required?

Several parties have the authority to convene an AGM. Directors may call a general meeting at their discretion. Members may also require directors to convene a meeting. If directors fail to act on such a request, members holding more than half the total voting rights may convene the meeting themselves. Additionally, the Court may order a meeting on its own initiative or upon application from a director or entitled member.

Notice requirements differ based on company type. Private companies must give at least 21 days’ notice for any general meeting. Public companies must provide at least 21 days’ notice for AGMs and at least 14 days’ notice for other meetings.

Companies can deliver notice in hard copy, electronic form, via a website, or through a combination of these methods. Website notices must specify the meeting’s place, date, time, and participation details for hybrid or virtual meetings. Public companies must clearly indicate when a meeting is the AGM. The notice must remain accessible on the website until the meeting concludes.

How can an AGM be conducted?

The method of conducting an AGM depends on company type.

• Private companies have flexibility. They can pass resolutions either as written resolutions or at a meeting of members.
• Public companies face stricter rules. They must pass resolutions only at a meeting of members. Written resolutions are not available to them.

For any resolution to be valid, the company must give proper notice and conduct the meeting in accordance with both the Companies Act and the company’s articles.

What are the quorum and voting requirements?

Quorum requirements depend on company structure. For a company with only one member, that member present constitutes a quorum. For other companies, two qualifying persons present form a quorum, unless both represent the same corporate body or act as proxies for the same member. These rules remain subject to the company’s articles of association.

Ordinary resolutions require a simple majority. For written resolutions, members holding a simple majority of voting rights must approve. At meetings, approval can happen by a show of hands or by a poll. Special resolutions can substitute for ordinary resolutions if the company’s regulations permit.

Regarding voting rights, companies with share capital grant one vote per share or per KES 100 of stock. Companies without share capital grant one vote per member. On a show of hands, each member present has one vote, as does each duly appointed proxy. In case of a tie, members should consult the Memorandum and Articles of Association or the Shareholders’ Agreement.

How do shareholders appoint proxies?

Any member may appoint another person as their proxy. The proxy can exercise all or any of the member’s rights to attend, speak, and vote at the meeting.

For companies with share capital, members may appoint multiple proxies, provided each proxy exercises rights attached to different shares. This flexibility allows shareholders with diverse holdings to split their representation.

What are typical AGM agenda items?

While specific agendas vary by company, typical items at a Kenyan AGM include:

• Approval of yearly financial statements
• Appointment of directors and auditors
• Distribution of dividends
• Annual return compliance

The board typically sets the agenda, though shareholders may propose additional items depending on the company’s articles.

What are the requirements for financial statements?

Directors bear significant responsibility for financial reporting. They must prepare financial statements for each financial year. Failure to comply constitutes an offence punishable by a fine of up to KES 1,000,000.

Directors who continue to neglect this duty after conviction commit a further offence for each day of non-compliance. Daily fines can reach KES 100,000.

What auditing requirements apply?

Directors must ensure annual financial statements are audited, unless the company qualifies for an exemption.

Exemptions apply to companies that meet certain criteria, including small companies with turnover not exceeding KES 50 million and net assets not exceeding KES 20 million. Dormant companies may also qualify for exemption, as may non-profit companies whose financial statements are audited by the Auditor General.

For private companies not exempt, auditor appointment is mandatory for each financial year. The appointment deadline is 28 days after the deadline for sending the previous year’s financial statement, or the day the statement is sent, whichever comes first.

How long must AGM minutes be retained?

Companies must maintain records of all resolutions passed outside general meetings and minutes of all general meeting proceedings. These records must be kept for at least 10 years from the relevant date.

Non-compliance is an offence punishable by a fine of up to KES 500,000. Continued non-compliance after conviction results in further daily offences, with fines of up to KES 50,000 per day.

What are the deadlines for filing financial statements?

Filing deadlines for financial statements with the Registrar are as follows:

• Private companies: Nine months after the end of the accounting reference period
• Public companies: Six months after the end of the accounting reference period

If the first accounting reference period exceeds 12 months, the deadline is either nine months (private) or six months (public) from the first anniversary of incorporation, or three months after the end of the accounting reference period, whichever is later.

What are the consequences of failing to meet filing requirements?

Directors face personal liability for filing failures. Each director in office immediately before the filing deadline commits an offence if requirements are not met. Fines can reach KES 200,000, with daily fines of KES 20,000 for continued non-compliance.

Directors can defend themselves by proving they took all reasonable steps to ensure compliance. However, arguing that documents were not prepared as required is not a valid defence.

The company also faces a default penalty calculated based on the duration of non-compliance. The Registrar can recover penalties through court proceedings.

What’s next?

Managing an AGM in Kenya requires detailed planning and full legal awareness. For more insights into annual general meeting processes in other jurisdictions, explore our related articles on Officer Change in South Africa – How to Manage It Smoothly.

Klea transforms entity management by offering centralised governance, automated compliance, and secure collaboration tools. For this reason, businesses looking for an efficient, scalable solution can take the following actions:

• Request a Demo – See Klea in action for your organisation.
• Start a Trial – Experience firsthand how automation reduces workload and improves efficiency.
• Talk to Our Experts – Get tailored recommendations based on your entity management needs.

Company secretarial software solutions play a crucial role in modern businesses that require structured governance, consistent compliance, and accurate legal entity management. With Klea, organisations can ensure corporate governance remains efficient, transparent, and risk-free.

Legal Disclaimer

The information provided on Klea’s website is made available “as is” for informational purposes only. Klea does not provide legal, tax, or financial advice and is not responsible for any actions taken or not taken based on the content found on this website. In no event shall Klea be liable for any loss or damages arising from reliance on the information contained herein.

For specific legal or compliance support tailored to your business needs, please contact Klea directly. Our team provides personalised guidance and expert solutions. Any reliance on general content without direct consultation does not establish any legal responsibility or liability on Klea’s part.