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Statutory Company Secretary

The Corporate Governance principles' purpose is to facilitate effective, entrepreneurial, and prudent management that can deliver the long-term success of the company.

Roles and responsibilities of a Company Secretary in Kenya:
  • The Company Secretary acts as an advisor to the Management and the Board
  • The Company Secretary is the Governance Advisor to the Company
  • The Company Secretary organizes the General and Board Meetings
  • The Company Secretary ensures that all the necessary filings are done at the Registrar of Companies
  • The Company Secretary advises the Board on the Regulatory compliance
  • The Company Secretary is the contact person during Legal & Governance Audits
Please fill in the form below with the correct information and we'll get back to you as soon as possible.
Note the category for this service is Company Secretarial Services.

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Drafting of the Board Charter in Kenya

A board charter is a policy document that clearly defines the respective roles, responsibilities, and authorities of the board of directors (both individually and collectively) and management in setting the direction, the management, and the control of the organization.

Benefits of Board Charters:
  • Assists the corporation’s leadership in delivering good governance;
  • Documents the policies that the board has decided upon to meet its legal and other responsibilities;
  • Serves as a reminder for the board of the legal framework within which it operates;
  • Is a point of reference for disputes;
  • Serves as an induction tool for new directors and senior managers;
  • Greatly assists in establishing effective operating procedures for a board;
  • Develops a shared understanding of the board’s role throughout the organization.
Please fill in the form below with the correct information and we'll get back to you as soon as possible.
Note the category for this service is Company Secretarial Services.

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Attending to Changes in the Shareholding of the Company

If a company wishes to increase its Share Capital beyond its registered Nominal Capital, the Company will be required to file the following with the Registrar of Companies:-

  • Form 204
  • Notice of Increase in Nominal Capital
  • Statement of Increase in Nominal Share Capital
  • CR19 – Notice of Special Resolution
  • Minutes/Resolutions/Extracts passing the resolution to increase the share capital.


NB: There will be a requirement to pay stamp duty on the increase in the capital; Stamp Duty payable will be at a rate of 1% of the increase.
Please fill in the form below with the correct information and we'll get back to you as soon as possible. Note the category for this service is Routine Compliance Services.

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Custodial Services for Statutory Registers of Directors and Shareholders

Maintaining the following statutory registers:

  • Members;
  • Mortgage and charges;
  • Directors and secretary;
  • Directors’ interests in shares and debentures;
  • Interests in voting shares;
  • Debenture holders [if applicable].
Please fill in the form below with the correct information and we'll get back to you as soon as possible. Note the category for this service is Company Secretarial Services.

Taking minutes at Annual General Meetings and Board of Directors Meetings

Convening and attendance at Board and General Meetings and processing of minutes thereon. This will include preparation of the notices and agenda of the meetings and circulation thereof to the relevant parties.
Please fill in the form below with the correct information and we'll get back to you as soon as possible. Note the category for this service is Company Secretarial Services.

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Constitution of Committees and Drafting Terms of References

The company secretary plays a leading role in good governance by helping the Board and its committees function effectively and in accordance with their terms of reference and best practice.
Please fill in the form below with the correct information and we'll get back to you as soon as possible. Note the category for this service is Company Secretarial Services.

 
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Attending to Changes in Capital

If a company wishes to increase its Share Capital beyond its registered Nominal Capital, the Company will be required to file the following with the Registrar of Companies:

  • Form 204
  • Notice of Increase in Nominal Capital
  • Statement of Increase in Nominal Share Capital
  • CR19 – Notice of Special Resolution
  • Minutes/Resolutions/Extracts passing the resolution to increase the share capital.
NB: There will be a requirement to pay stamp duty on the increase in the capital; Stamp Duty payable will be at a rate of 1% of the increase.
Please fill in the form below with the correct information and we'll get back to you as soon as possible. Note the category for this service is Company Secretarial Services.

Quote Form

Filing of Annual Returns in Kenya

Have you filed the annual returns? Well, you run the risk of being penalized and the company being struck off by the Registrar of Companies. Annual returns show the changes that have occurred at the company during the year such as change of shareholding, directorship, and registered office of the company.

Section 125 of the Companies Act stipulates that every company having a share capital shall, once at least in every year, make a return, and the said return shall be in the form and shall be made up to the date of the fourteenth day after the date of the annual general meeting.

The annual returns should be made at least once every calendar year.

The annual return is be completed within forty-two (42) days after the annual general meeting for the year of the annual return, and the company must within such period deliver to the registrar a copy of the annual return, signed both by a director and by the secretary of the company.

If a company fails to comply with this requirement, the company and every officer of the company who is in default shall be liable to a default fine as may be deemed fit by the registrar. It should be noted that the term “officer” as used here includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

In filing the Annual Return, the completed form is submitted at the Companies Registry with the requisite fees before accepted for filing. Late filing of annual returns attracts a penalty for every year defaulted.
Please fill in the form below with the correct information and we'll get back to you as soon as possible. Note the category for this service is Routine Compliance Services.
 
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Custodial Services for the Company’s Seal in Kenya

Keeping custody of the Company Seal. Kindly note that you will be required to submit to us the Company seal for safekeeping. You may choose to keep the company seal at the registered office.
Please fill in the form below with the correct information and we'll get back to you as soon as possible. Note the category for this service is Company Secretarial Services.

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