Every company on the Kenyan register carries yearly duties that are easy to forget. Annual returns in Kenya require each company to lodge form CR29 with the Registrar within 28 days of its return date. Miss that filing, or let your statutory registers lapse, and penalties follow. This guide sets out the full compliance picture.
This guide is for company directors, founders, finance leads and company secretaries who need to keep a Kenyan company compliant. If you are still at the setup stage, read it alongside our guide to company registration in Kenya, and see our separate guide to beneficial ownership filing for that specific duty.
Registering a company in Kenya is quick. The Business Registration Service runs the process through eCitizen, and a new company can be live in days. Many directors then treat incorporation as a one-off task. It is not.
The Companies Act, 2015 imposes continuing duties on every company for as long as it stays on the register. These duties are administrative rather than glamorous, but they are legal obligations, and the Registrar enforces them. The practical risk is that quiet non-compliance builds up and then surfaces at the worst moment, during due diligence, a bank facility or a sale.
Under section 705 of the Companies Act, 2015, every company must lodge an annual return with the Registrar. The return date is the anniversary of the company’s incorporation, and you have 28 days from that date to file. The filing is made on form CR29 through the Business Registration Service, and a director or the company secretary signs it.
The return confirms the company’s registered particulars, including its directors, secretary, registered office and shareholding, so the public register stays current. A company must file even if nothing changed during the year.
One point causes constant confusion. The annual return to the Registrar is different from the income tax return to the Kenya Revenue Authority. They are separate filings, under separate laws, to separate bodies, and filing one does not discharge the other.
Beyond the yearly filing, a company must keep a set of internal registers and produce them on request. The main ones are the register of members (section 93) and the register of directors (section 134). Companies also keep a register of directors’ residential addresses (section 137) and a register of secretaries (section 248). Public companies and larger private companies also keep a register of beneficial owners (section 93A).
These registers are the primary evidence of who owns and controls the company, so a buyer’s lawyer asks for them first in any transaction. Gaps here slow deals and weaken a seller’s hand.
Some filings are triggered by events, not the calendar. When directors change, or a director’s details change, the company notifies the Registrar under section 138. When the registered office moves, it notifies the Registrar under section 47. Changes to share capital and certain shareholder resolutions also require filing within set periods. So compliance is partly annual and partly reactive.
A private company with paid-up capital below KES 5 million is not required to have a company secretary (section 243). A private company at or above that KES 5 million threshold, and every public company, must appoint one. The secretary must be a member of the Institute of Certified Secretaries and hold a valid practising certificate. Crossing the threshold is a common trigger that companies miss, so check your paid-up capital when it grows.
Beneficial ownership is the most active compliance front, and it is a duty in its own right. Every company must identify the natural persons who ultimately own or control it, keep a register of beneficial owners under section 93A, file the information with the Registrar, and update it within 14 days of any change. Because the update rule is tight and the penalties are steep, we cover it in full in our separate guide to beneficial ownership filing in Kenya.
| Filing or record | Legal basis | When | Where or how |
|---|---|---|---|
| Annual return (CR29) | Section 705 | Within 28 days of the return date | BRS eCitizen |
| Members register | Section 93 | Kept current at all times | Internal register |
| Directors register | Section 134 | Kept current at all times | Internal register |
| Beneficial owners register | Section 93A and the 2020 Regulations | Update the Registrar within 14 days of a change | BRS |
| Change of directors or details | Section 138 | Within the period set by the Act | BRS |
| Change of registered office | Section 47 | On change | BRS |
Filing periods should be confirmed against the current section text before you rely on a specific number of days.
Our corporate and company-secretarial team keeps companies compliant across the whole cycle, from annual returns and statutory registers to beneficial-ownership filings and event-driven notifications. We also run compliance health checks before financings and transactions, so records are ready when a counterparty asks. To review your company’s filing position, contact John Maina, Partner, at OLM Law Advocates LLP.
This article is a general guide only and is not legal advice. Please seek advice on your specific circumstances.
OLM Law Advocates LLP advises on company compliance, statutory registers, annual returns and beneficial-ownership filings.
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