The General Meeting, Done Properly: Notice, Quorum and Resolutions in Kenyan Company Law

In brief

• The general meeting is where shareholders exercise the powers the board does not hold. Its rules are strict because its decisions bind everyone, including the members who voted no and the members who never attended.
• The commonest mistake is notice. A general meeting needs at least twenty-one days of it, in the form and to the people the Act and the articles prescribe, and a meeting called on short notice without the consents the law allows passes resolutions that remain open to attack.
• For the private company, the written resolution is the most useful provision in this part of the Act. Most decisions can be taken on paper, properly circulated and signed, without convening anyone, and a company that learns this stops holding fictional meetings and minuting them afterwards.

Every Kenyan company has two decision-making organs. The board manages, and the general meeting decides the questions the law and the constitution reserve to the owners: amending the articles, the appointment and removal of directors and auditors, major transactions the constitution restricts, and the other matters where management’s writ does not run. Because a general meeting binds dissenters and absentees alike, the law surrounds it with procedure, and the procedure is not etiquette. A resolution passed at a defective meeting can be attacked by a disgruntled shareholder, sometimes years later, in the middle of the very transaction it was supposed to enable. This article follows the meeting from notice to minute. It is written for the companies that must hold meetings, the private companies that mostly need not, and the shareholder who has received a notice and wants to know his or her rights before the vote.

Who must meet, and when

A public company must hold an annual general meeting within six months of its financial year end, to lay the accounts before the members and deal with dividends, directors and the auditor. A private company is not required to hold an annual general meeting at all unless its articles insist, and many older articles do, which is worth checking before the company either skips a meeting its constitution demands or dutifully convenes one the law stopped requiring years ago. Beyond the annual meeting, a general meeting takes place when the board convenes one or when members holding the requisite share of votes requisition one. The requisition right is the minority’s lever. A board that ignores a proper requisition will find that the requisitionists are entitled to convene the meeting themselves.

The notice requirements

The Act requires at least twenty-one days’ notice of a general meeting, and the articles may lengthen that period but not shorten it. Shorter notice is possible only with the consent of the members the Act specifies, and the threshold is deliberately high, so the practical rule for any company secretary is to count twenty-one clear days and treat the shortcut as the exception it was written to be. The notice must do more than name a date. It must state the time, the place and the general nature of the business, set out the text of any special resolution in full, and inform members of their right to appoint a proxy, who need not be a member, to attend, speak and vote in their place. Service follows the articles and the Act, and the modern position accommodates electronic notice where the member has accepted it. The costly errors are familiar ones: business transacted that the notice never mentioned, a special resolution passed on a notice that paraphrased it instead of setting it out, and notice given to the members the company liked while the ones it did not hear nothing. Each produces a meeting whose decisions carry a defect, and the defect tends to surface when the stakes are highest, in a registry requisition, a due diligence or a petition.

Quorum, chair, votes and proxies

A meeting needs a quorum, which is two qualifying persons unless the articles provide otherwise, subject to the obvious exception of the single-member company, and the quorum must be maintained throughout, not merely at the start. The chair, usually the chair of the board under the articles, conducts the meeting but does not command it, and rulings on procedure are not a licence to silence the room. Voting begins on a show of hands, with one vote per member, but any member or proxy entitled to do so may demand a poll, on which votes follow shareholding, and on any question of consequence the poll is the true measure. The thresholds matter. An ordinary resolution passes by a simple majority of the votes cast, a special resolution needs not less than three-quarters, and the Act prescribes which decisions require which. Meetings may now lawfully be held virtually or in hybrid form where the articles accommodate it, with the discipline that attendance, identity and voting must be verifiable, because a virtual meeting is still a meeting and its defects are still defects. The minutes, signed by the chair, are evidence of the proceedings, which is reason enough to write them with care long before any dispute makes their importance obvious.

The written resolution

For private companies, the Act provides an instrument that makes most meetings unnecessary. Almost any decision of the members, ordinary or special, may be taken by written resolution, circulated to every eligible member and passed once the requisite majority has signified agreement, with a twenty-eight-day lapse rule to discipline delay. The majorities mirror those at a meeting, a simple majority of eligible votes for an ordinary resolution and three-quarters for a special one, and the resolution is as valid as anything passed in a hall. Two decisions are excepted and must still be taken at a meeting: the removal of a director, and the removal of an auditor before the end of the term, because the law insists that the person being removed be heard. The written resolution suits exactly the companies this series is written for. The three-shareholder company whose owners live in Nairobi, London and Dubai can govern itself lawfully by circulation instead of pretending to have met. What the procedure does not forgive is the habit it was designed to replace, the resolution typed after the fact and backdated to a meeting that never took place, which is not procedure but fabrication, and reads as such in court.

What happens next

Next this series turns to the officer who makes all of this run, the company secretary, and to the registers and filings that form the company’s public record, where Kenyan companies accumulate their quietest and most expensive defaults.

Frequently asked questions

What notice is required for a general meeting in Kenya?

At least twenty-one days, stating the time, place and the general nature of the business, with special resolutions set out in full and the proxy right stated. Shorter notice needs the specific member consents the Act prescribes, and the safe practice is to treat twenty-one clear days as the rule.

Must a private company hold an AGM?

Not under the Act, unless its own articles require one. A public company must, within six months of its financial year end. Private companies with older articles should check what their constitution still demands.

What is the difference between an ordinary and a special resolution?

An ordinary resolution passes by a simple majority of votes cast, while a special resolution needs at least three-quarters and is reserved for the weightier decisions, such as changing the articles. The notice must set out a special resolution’s text exactly.

Can shareholders decide matters without a meeting?

In a private company, yes, by written resolution circulated to all eligible members, for almost everything except removing a director or the auditor before term. It is the lawful alternative to the fictional meeting.

Can we hold our general meeting virtually?

Yes, where the articles accommodate it, and many now do. The requirements of notice, quorum, identity and voting apply with full force, so the technology must let the company prove who attended and how they voted.

Peter Maina is a Partner of Peter Maina & Company Advocates. This article states the law as at 21 October 2026. It is general information, not legal advice. To convene a compliant meeting, pass resolutions properly or challenge a defective one, reach out on e-mail peter@pmlaw.co.ke or WhatsApp +254 714 644 080.