Search this question and you will find confident, conflicting answers: some sources say one director is enough, others insist on two, and a few describe an old requirement of seven people to form a company. Only one of these is actually current law. Under the Companies Act 2015, a private company needs a minimum of one director, who must be a natural person, not another company. A public company needs a minimum of two directors. That is the entire statutory floor.
Where the confusion comes from
Kenya’s Companies Act, 2015 replaced the old Companies Act (Cap 486), which required a minimum of two subscribers to form most companies and reflected an older, more British model of company law. A great deal of online guidance, including from company formation agencies, was written for or copied from that earlier regime and never updated. Some of it also conflates the historical requirement for private companies to have at least seven members, a rule the old Act itself did not actually impose either, with the number of directors, which is a separate question from the number of shareholders entirely.
Directors and shareholders are not the same requirement
A private company can be formed and run by a single person who is both the sole shareholder and the sole director. There is no minimum number of shareholders beyond one, no maximum below 200 for a private company, and no requirement that a director also hold shares, or that a shareholder also be a director. These are genuinely independent roles, and a company’s articles of association can impose additional requirements on either, but the Companies Act itself does not.
What the Act does still require beyond the headline number
Where a private company has no company secretary and no director who is resident in Kenya, it must appoint a “contact person,” a natural person resident in Kenya, to maintain critical company records, including beneficial ownership information. This is a genuinely separate obligation from the director headcount and is one many single-director companies with a director living outside Kenya overlook entirely.
Why the low minimum does not mean low governance
A single director still owes the full set of statutory duties under sections 142 to 147 of the Companies Act: to act within their powers, promote the company’s success in good faith, exercise independent judgment, apply reasonable care, skill and diligence, and avoid conflicts of interest. Having only one director on paper does not reduce what the law expects of that person while they hold the role. It just means there is nobody else on the board to catch a mistake before it happens.
