PRACTICE AREA
Company secretarial services in Kenya: annual returns, statutory compliance, board support and corporate governance. OLM Law Advocates, Nairobi.
DISCUSS A MATTER →Good governance and reliable compliance are the foundation of a well-run company. OLM Law provides company secretarial services in Kenya to companies of all sizes — from foreign-owned subsidiaries and regulated institutions to growing local businesses — making sure statutory obligations are met accurately and on time.
The Companies Act 2015 sets out the governance and filing obligations every company must observe, and filings are made through the Business Registration Service (BRS). Many companies are required to retain a qualified company secretary, and all must maintain statutory registers, file annual returns and keep their records at the registry up to date. We help clients meet these duties without diverting management time.
The Companies Act 2015 prescribes specific registers every company must maintain: the register of members (recording each shareholder, address, shares held and date of acquisition), the register of directors and secretaries, the register of charges, and — following the Beneficial Ownership (Corporates) Regulations 2020 — a register of beneficial owners identifying every natural person who ultimately holds or controls ten per cent or more of the company. These registers must be kept at the registered office (or another location notified to the BRS) and updated within the prescribed period whenever there is a change. Failure to maintain accurate registers, or to file required returns on time, can attract penalties; it can also complicate due-diligence on transactions, delay banking relationships, and create difficulties when applying for regulatory licences. Where a company is approaching a corporate transaction, well-maintained records are equally critical for buyer due diligence: our M&A due diligence guide covers what acquirers examine at the company-secretarial level. Routine changes — director appointments and resignations, change of registered office, share transfers — must be notified to the BRS through the eCitizen portal within fourteen days of the change. For a detailed treatment of beneficial ownership obligations, see our guide to beneficial ownership filing in Kenya.
Compliance lapses carry real consequences, from penalties to difficulties in transactions and financings. Our team treats secretarial work as part of a wider governance picture, flagging issues early and keeping companies in good standing.
Not all company secretarial providers offer the same level of service, and choosing the wrong one creates compliance gaps that surface at the worst possible time — during a transaction, a banking review, or a regulatory inspection. The right provider does more than file returns on time; they maintain registers accurately, flag upcoming obligations before deadlines arrive, and understand how the statutory framework interacts with your commercial activity.
When evaluating a provider, the most important question is whether they employ a qualified company secretary. Under the Companies Act 2015, only an individual with the relevant professional qualifications or appropriate legal training may act as company secretary for certain categories of company. In practice, many firms engage solicitors or advocates to perform this function alongside their broader corporate advisory work — which has the advantage of bringing legal judgment to bear on governance questions rather than treating compliance as a purely administrative matter.
Sector knowledge matters too. A company in the financial services industry faces obligations under the Capital Markets Authority and the Central Bank that a purely generalist provider may not track. Similarly, a company with a foreign parent will have additional reporting obligations — including the filing of group accounts and the registration of charges created outside Kenya — that require familiarity with cross-border corporate structures. Look for a provider whose client base reflects the kind of company you run, not just the size of it.
Finally, consider the provider’s systems for tracking deadlines. Annual return dates, change-notification windows, and beneficial ownership update obligations each have their own timetables. A provider relying on manual calendars is a liability; one with a structured compliance calendar — with built-in reminders and a defined escalation path — will catch impending filings before they become defaults.
The company secretarial function in Kenya is being reshaped by two forces: accelerating regulatory digitalisation and a significant tightening of beneficial ownership enforcement.
The Business Registration Service has progressively moved its services onto the eCitizen platform, and further integration is expected. Annual returns, change notifications, and company searches are already processed online; the BRS roadmap points toward fully paperless incorporation, charges registration, and document retrieval. For companies and their advisers, this means that the technical competence of the secretarial provider — their ability to work accurately within eCitizen and to resolve the system errors that still arise — is now as important as their knowledge of the underlying law.
Beneficial ownership regulation is the other major development. The Beneficial Ownership (Corporates) Regulations 2020 introduced new filing obligations, and enforcement has progressively tightened as the BRS cross-references company registers against other government datasets. The Financial Reporting Centre has signalled increased scrutiny of anti-money-laundering compliance by corporate structures, and this is expected to translate into more frequent queries about ultimate beneficial owners, particularly for companies in regulated sectors. The companies that manage this risk well are those whose beneficial ownership registers are current, accurately reflect the company’s actual control structure, and can be produced quickly when a bank, regulator, or transaction counterparty asks for them.
Longer term, the use of structured data and automated compliance monitoring is changing how larger practices manage company secretarial work at scale. Real-time alerts for filing deadlines, automated register reconciliation, and digital minute-management systems are already in use by regional firms operating across multiple African jurisdictions. These tools are unlikely to replace legal judgment in governance matters, but they are changing what clients can reasonably expect in terms of proactive service and transparency — including visibility into the status of their own filings without having to ask.
Companies above the threshold set in the Companies Act 2015 are required to appoint a qualified company secretary; smaller companies may appoint one voluntarily, and many do so to ensure compliance.
A company must file an annual return each year within the period prescribed under the Companies Act 2015. For most companies, the annual return must be lodged with the BRS through the eCitizen portal within twenty-eight days of the company’s incorporation anniversary. The return must accurately reflect the current position as to directors, shareholders, registered office and share capital — and any discrepancy between the return and the statutory registers can attract regulatory queries. Late filing attracts penalties under the Act; persistent failure to file is a ground on which the Registrar may move to strike the company off the register. We diarise all deadlines for our client companies and manage the preparation and lodgement of returns, so clients do not have to track them manually. For a full walkthrough of the return process, see our annual returns guide.
Most company secretarial work for Kenyan companies is handled on a retainer basis. A standard retainer covers the core recurring obligations — maintaining statutory registers, preparing and lodging the annual return, and supporting one annual general meeting — at a fixed annual fee that makes budgeting straightforward. Additional work, such as share transfers, special resolutions, a change of company name, or a capital restructure, is handled on a per-matter basis alongside the retainer. For companies with more complex needs — group structures with multiple subsidiaries, companies requiring active board-level support, or regulated entities with enhanced governance obligations — we tailor the scope accordingly. Foreign companies and multinationals with Kenyan subsidiaries find a retainer particularly cost-effective: it removes the need for in-house secretarial capacity while ensuring local compliance is handled by qualified practitioners who know the BRS systems and the Companies Act requirements.
To outsource your company secretarial function or bring your filings up to date, speak to OLM Law.
Good governance and reliable compliance are the foundation of a well-run company. OLM Law provides company secretarial services in Kenya to companies of all sizes — from foreign-owned subsidiaries and regulated institutions to growing local businesses — making sure statutory obligations are met accurately and on time.
The Companies Act 2015 sets out the governance and filing obligations every company must observe, and filings are made through the Business Registration Service (BRS). Many companies are required to retain a qualified company secretary, and all must maintain statutory registers, file annual returns and keep their records at the registry up to date. We help clients meet these duties without diverting management time.
The Companies Act 2015 prescribes specific registers every company must maintain: the register of members (recording each shareholder, address, shares held and date of acquisition), the register of directors and secretaries, the register of charges, and — following the Beneficial Ownership (Corporates) Regulations 2020 — a register of beneficial owners identifying every natural person who ultimately holds or controls ten per cent or more of the company. These registers must be kept at the registered office (or another location notified to the BRS) and updated within the prescribed period whenever there is a change. Failure to maintain accurate registers, or to file required returns on time, can attract penalties; it can also complicate due-diligence on transactions, delay banking relationships, and create difficulties when applying for regulatory licences. Routine changes — director appointments and resignations, change of registered office, share transfers — must be notified to the BRS through the eCitizen portal within fourteen days of the change.
Compliance lapses carry real consequences, from penalties to difficulties in transactions and financings. Our team treats secretarial work as part of a wider governance picture, flagging issues early and keeping companies in good standing.
Companies above the threshold set in the Companies Act 2015 are required to appoint a qualified company secretary; smaller companies may appoint one voluntarily, and many do so to ensure compliance.
A company must file an annual return each year within the period prescribed under the Companies Act 2015. For most companies, the annual return must be lodged with the BRS through the eCitizen portal within twenty-eight days of the company’s incorporation anniversary. The return must accurately reflect the current position as to directors, shareholders, registered office and share capital — and any discrepancy between the return and the statutory registers can attract regulatory queries. Late filing attracts penalties under the Act; persistent failure to file is a ground on which the Registrar may move to strike the company off the register. We diarise all deadlines for our client companies and manage the preparation and lodgement of returns, so clients do not have to track them manually.
Most company secretarial work for Kenyan companies is handled on a retainer basis. A standard retainer covers the core recurring obligations — maintaining statutory registers, preparing and lodging the annual return, and supporting one annual general meeting — at a fixed annual fee that makes budgeting straightforward. Additional work, such as share transfers, special resolutions, a change of company name, or a capital restructure, is handled on a per-matter basis alongside the retainer. For companies with more complex needs — group structures with multiple subsidiaries, companies requiring active board-level support, or regulated entities with enhanced governance obligations — we tailor the scope accordingly. Foreign companies and multinationals with Kenyan subsidiaries find a retainer particularly cost-effective: it removes the need for in-house secretarial capacity while ensuring local compliance is handled by qualified practitioners who know the BRS systems and the Companies Act requirements.
To outsource your company secretarial function or bring your filings up to date, speak to OLM Law.
