Some company decisions in Kenya are too consequential for a bare majority. The Companies Act 2015 reserves them for a special resolution — one passed by a majority of not less than seventy-five per cent of members voting. Get the threshold, the notice or the filing wrong, and the “decision” can be challenged or refused registration by the Registrar. This guide explains what makes a resolution special, which decisions require one, and the follow-through the Act expects.
Legal basis: Companies Act 2015 (No. 17 of 2015)
company registration form kenya — free, fillable template; download as PDF or Word.
Ordinary vs special: the 75% line
An ordinary resolution passes on a simple majority of votes cast. A special resolution requires at least 75% — and the notice convening the meeting must say the resolution will be proposed as a special resolution, with its text set out. For private companies, the Companies Act 2015 also permits written resolutions circulated to members instead of a meeting, and the same 75% threshold applies to a written special resolution.
Decisions that typically require a special resolution
- amending the articles of association — including moving away from the model articles prescribed under the Companies (General) Regulations, 2015;
- changing the company name;
- re-registering (for example, private to public);
- reducing share capital (with the additional safeguards the Act attaches);
- voluntary winding up and certain other structural decisions.
The articles themselves can raise thresholds further for particular decisions — always read the company's own constitution alongside the Act.
Model articles and why amendments concentrate here
Companies incorporated under the 2015 regime without bespoke articles default to the model articles in the Companies (General) Regulations, 2015. Founders often discover later that the model form does not fit — share transfer restrictions, director appointment rights, drag-along mechanics — and the fix is an amendment by special resolution. Investors joining a Kenyan company routinely require exactly this as a condition of investment.
Procedure that survives scrutiny
- Draft the exact text of the resolution — the version passed must match the version noticed and the version filed.
- Give proper notice of the meeting stating the special-resolution intention, or circulate the written resolution to every eligible member.
- Record the vote — the minutes should show the resolution passed by the required majority.
- File with the Registrar — special resolutions must be lodged with the Registrar of Companies (through the Business Registration Service) within the statutory window, together with any consequential documents (amended articles, name-change approvals).
- Update the registers and, for name changes, wait for the Registrar's certificate before using the new name.
Common failure modes
- Counting heads instead of votes — the 75% applies to votes cast (by share voting rights), not the number of people in the room.
- Notice that never mentioned “special” — a resolution passed at a meeting whose notice did not flag it as special is vulnerable.
- Passed but never filed — an unfiled special resolution leaves the public record contradicting the company's internal reality; counterparties and banks act on the Registrar's record.
- Amending articles in fragments — file a clean consolidated set; patchwork amendments breed interpretive disputes.
Special resolutions sit inside a company's wider registration record. If you are still setting the company up, start from the Kenya company registration form so the founding documents, articles choice and initial filings are consistent from day one — bespoke articles at incorporation are cheaper than a special resolution to fix the model ones later.
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This article is general information, not legal advice — see our accuracy & editorial policy. Confirm the cited law is current before relying on it.