On 17 October 2024, the Registrar issued a public notice directing private limited companies and limited liability partnerships to comply with section 93A of the Companies Act. This directive was grounded in efforts to align Kenya’s corporate regulatory framework with international standards on anti-money laundering and combating the financing of terrorism and proliferation financing. It underscores the importance of maintaining accurate, adequate and up-to-date information on beneficial owners. The timelines for compliance and submission with the Registrar for the different types of entities were set out as follows:

Duty of a company to lodge annual returns with the Registrar

Pursuant to section 705 of the Companies Act, every company is required to submit annual returns to the Registrar. The annual returns should be lodged with the Registrar within 28 days after the date to which it is made up.

Duty of a company to lodge financial statements with the Registrar

Section 683 of the Companies Act, read together with sections 686, 687, 688 and 689, requires companies to lodge financial statements for each financial year with the Registrar. The deadline for lodging financial statements with the Registrar is:

• For a private company: Nine months after the end of the company’s relevant accounting reference period.
• For a public company: Six months after the end of the company’s relevant accounting reference period.

The deadline for lodging a copy of the register of beneficial ownership with the Registrar for private limited companies has lapsed and, consequently, in accordance with section 894(1) of the Companies Act, the Registrar has formed a reasonable belief that the companies listed at
https://brs.go.ke/boi-notice/ may not be conducting business or be in operation, based on the following grounds as per the public notice issued on 11 April 2025:

• failure to file annual returns and financial statements for a period of five years or more as stipulated under section 894(1A)(a); and
• non-compliance with directives under section 93A (failure to lodge a copy of the register of beneficial ownership).
• Pursuant to this notice the Registrar requires all companies appearing on the list to:
• confirm in writing within 30 days from the date of the letter whether the company is currently active and operating;
• provide supporting evidence, which may include recent financial statements or tax filings and copies of active trade licenses, contracts, or invoices; and
• submit all outstanding statutory documents including annual returns and the beneficial ownership register.

The companies are expected to respond to the Registrar at compliance@brs.go.ke within 30 days from the date of the notice. If they fail to respond within the specified timeframe, further action may be taken under section 894(2) of the Companies Act, which could include the issuance of a final letter and the publication of a notice in the Gazette with the intention of removing the company’s name from the register.

We recommend that companies enter their details in the search bar on the landing page to check whether they are compliant. Please note that the list will be updated on a weekly basis.

Comments

This latest action by the Registrar underscores the Government’s heightened commitment to corporate transparency and regulatory compliance. All companies must assess their current compliance status and take proactive steps to ensure full alignment with the Companies Act requirements. We strongly recommend acting promptly to avoid penalties or the risk of being struck off the Register. Filing of annual returns and financial statements and disclosure of beneficial ownership are not only statutory requirements but also important indicators of good corporate governance.

This enforcement action is part of ongoing efforts to ensure that the Companies Registry accurately reflects only those entities that are active and compliant.