Kenya's Business Registration Service issues notice on compliance with Section 93A and Section 894 of The Companies Act (Cap 486)

The Business Registration Service (BRS) has issued a compliance notice under the Companies Act (Cap 486), following a significant lapse in adherence by numerous private companies to statutory obligations. On 17th October 2024, the Registrar of Companies issued Directive No. 1 of 2024 pursuant to Section 93A of the Companies Act, requiring all private companies to file a copy of their Register of Beneficial Owners with the Registrar by 30th November 2024. This was a key compliance measure aimed at enhancing transparency in corporate ownership.

Subsequently, on 11th April 2025, the Deputy Registrar of Companies, acting under the powers conferred by Sections 894(1) and 894(1A) of the Act, published a list of companies believed to be inactive or non-operational. This determination was made on the basis of the following grounds:

• Persistent failure to file annual returns and financial statements for a period of five (5) years or more, contrary to Section 894(1A)(a); and
• Failure to lodge the register of beneficial owners as required under Section 93A, despite prior directive.

Required Action

All companies listed in the Registrar’s notice must comply with the following within thirty (30) days from 11th April 2025:

• Confirm in writing whether the company is active and operational;
• Provide documentary evidence, which may include:
  • Recent financial statements or tax filings; and
  • Valid trade licenses, commercial contracts, or invoices. 
• Submit all outstanding statutory filings, including:
  • Annual returns; and
  • The Register of Beneficial Owners.

Failure to respond within the prescribed period may lead to further regulatory enforcement. The Registrar may issue a final notice and publish a Gazette notice with the intention of striking the company off the Register, pursuant to Section 894(2) of the Companies Act.

Companies are urged to urgently review their compliance status. To verify whether a company is listed in the notice, stakeholders may search by company name or registration number on the BRS portal.

Our Corporate Commercial Team offers corporate advisory and company secretarial services to help clients ensure corporate governance and compliance requirements under Kenyan law are met, including assistance with annual filings, beneficial ownership compliance and regulatory engagement with the BRS. 

For any further information on corporate and commercial matters in Kenya, please contact one the following authors below.