All companies are required to submit a copy of their beneficial ownership register within thirty (30) days of its preparation onto the E-Register. This process is done online.

A beneficial owner is defined as any natural person who ultimately owns or controls a legal person or on whose behalf transactions are made and includes those persons who exercise ultimate effective control over a legal person or arrangement.

An arrangement is defined as an artificial entity, without legal personality, associating one or more natural or legal persons together in an ownership or control relationship, but without implying that the parties to this arrangement have any other form of collective legal identity. An example of an arrangement is a trust or a contractual arrangement such as voting rights between shareholders.

The Regulations apply to a beneficial owner who, whether directly or indirectly:
i. Holds at least 10% of the issued shares in the company;

  1. Exercises at least 10% of the voting rights in the company;

iii. Holds a right to appoint or remove a director of the company; and/or

  1. Exercises significant influence or control over the company (meaning anyone who participates in the financial policies of the company without necessarily having full control of them).

The particulars which a company is required to enter in its register of beneficial owners include:-

  1. Full name of the beneficial owner;
  2. Birth certificate/ID/passport number, personal identification number (retaining copies of the same);
  3. Establish nationality
  4. The full postal and physical address, business address, residential address, telephone number, email address
  5. Occupation/profession
  6. Nature of ownership or control and the date on which any person ceased to be a beneficial owner (as applicable).

All companies incorporated in Kenya (private and non-listed public companies) are required to take reasonable steps to identify its beneficial owners and enter their details in its register of members. It is an offense under the Regulations to unreasonably disclose beneficial ownership details. The offense is punishable by a fine not exceeding KSh.20,000 or imprisonment for a term not exceeding 6 months.

Please contact us at info@capitaregistrars.co.ke or by phone at +254709747555 to update your Beneficial Ownership register.

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