Every private limited company in Kenya is required to hold an Annual General Meeting within six months after the close of its financial year, unless members pass a unanimous written resolution in lieu. Failure to hold an AGM or maintain accurate minutes is a Companies Act 2015 offence.
What Must Be Done at the AGM
- Receive and adopt the audited financial statements
- Declare dividends (if any)
- Re-elect directors retiring by rotation
- Appoint or re-appoint auditors and fix their remuneration
- Transact any other business on the agenda
Notice Requirements
Members must receive at least 21 days' written notice before an AGM, unless all members agree to a shorter period. The notice must specify the date, time, venue, and items of business.
Minutes and Records
Minutes must be written up within 30 days of the meeting and signed by the chairperson. They must be kept at the registered office and are available for inspection by any member. Falsifying minutes is a criminal offence under the Companies Act 2015.
Consequences of Non-Compliance
KRA can deny tax compliance certificates to companies with outstanding annual returns or AGM minutes. The Registrar of Companies can strike off companies that fail to file for two consecutive years.
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