Company Secretarial Services in Kenya — Corporate Governance & Compliance

Our dedicated team in Kenya provides comprehensive company secretarial services in Kenya, ensuring businesses comply with all statutory requirements and implement best-in-class corporate governance practices across all stages of their operations.

• Maintaining Statutory Registers: We ensure all statutory registers, including the register of members, directors, and charges, are accurately maintained and updated following Kenyan law.
• Filing Annual Returns: Timely submission of annual returns to relevant regulatory bodies in Kenya, ensuring full compliance with statutory deadlines and requirements.
• Company Formation and Dissolution: Assisting entrepreneurs in incorporating new companies and managing the dissolution of existing entities while adhering to all legal procedures.
• Board Support: Providing comprehensive administrative support to boards of directors, including organizing board meetings, preparing meeting agendas, and taking minutes efficiently.
• Advisory Services: Offering expert advice on corporate governance matters, aiding companies in adopting best practices and complying with local governance codes.
• Policy Development: Assisting in creating and implementing robust corporate policies, such as codes of conduct, whistleblowing policies, and conflict of interest strategies tailored to Kenyan laws.
• Filing with Regulatory Authorities: Handling necessary submissions and documentation to Kenyan regulatory authorities, including changes in company structure, share capital, and directorships.
• Monitoring Legal Changes: Keeping companies updated about legislative and regulatory changes in Kenya that may impact their operations, ensuring compliance.
• Managing Shareholder Meetings: Organizing and coordinating annual general meetings (AGMs) and extraordinary general meetings (EGMs), including sending notices, preparing meeting materials, and ensuring proper meeting conduct.
• Effective Communication: Facilitating seamless communication between companies and their shareholders to address any queries or concerns efficiently.
• Document Drafting and Review: Expertly drafting and reviewing legal documents, such as resolutions, agreements, and contracts, to ensure compliance with Kenyan legal standards while protecting the company’s interests.

Our company secretarial services are vital for maintaining legal health and high governance standards in Kenya. By ensuring compliance, fostering strong governance practices, and promoting effective communication with shareholders, our corporate commercial law firm plays a pivotal role in the seamless operation and success of our client companies in the Kenyan market.

Related Practice Areas: Corporate & Commercial Law | Business Registration | Mergers & Acquisitions

Company Secretarial Services and Corporate Compliance in Kenya

Corporate Governance and Compliance in Kenya

Under the Companies Act 2015, every company incorporated in Kenya is required to maintain proper statutory records, hold annual general meetings, and file returns with the Registrar of Companies through the Business Registration Service (BRS). Non-compliance attracts penalties for both the company and its directors.

OLM Law’s company secretarial services in Kenya help businesses meet these obligations, including:

• Annual General Meetings (AGMs) — convening AGMs in accordance with the Companies Act 2015 notice requirements; drafting and circulating agenda, board papers, and minutes
• Extraordinary General Meetings (EGMs) — organising EGMs for urgent resolutions such as capital restructuring, changes to the Articles of Association, or the removal of directors
• Register of Members and Directors — maintaining the register of members, directors, beneficial owners, and charges as required under the Companies Act 2015
• Filing with the Registrar of Companies — timely filing of annual returns, changes in directorship, changes in shareholding, and amendments to constitutional documents

Beneficial Ownership Register in Kenya

The Companies (Beneficial Ownership Information) Regulations 2020 require all Kenyan companies to compile and maintain a register of beneficial owners — individuals who ultimately own or control 10% or more of the company’s shares or voting rights. This register must be filed with the Registrar of Companies and kept updated.

Our company secretarial team in Kenya assists companies in:

• Identifying and verifying beneficial owners in accordance with the Regulations
• Completing and filing the prescribed beneficial ownership declaration forms
• Advising on the implications for group structures, nominee shareholdings, and trust arrangements
• Updating the register following any change in beneficial ownership

Company Secretarial Services for Listed Companies in Kenya

Companies listed on the Nairobi Securities Exchange (NSE) are subject to additional corporate governance obligations under the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations 2002 and the NSE Listing Rules. These include quarterly and annual financial disclosures, continuous disclosure of material information, and compliance with the Code of Corporate Governance Practices for Issuers of Securities to the Public, 2015.

OLM Law advises listed and regulated entities on their company secretarial and corporate governance obligations in Kenya, including board composition requirements, conflict of interest policies, and director training requirements.