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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.
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Note the category for this service is Routine Compliance Services.

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Filing of Changes to the Memorandum and Articles of Association

A company may amend its articles only by special resolution. Notice of the resolution must be lodged with the Registrar using Form CR19 (Notice of special/ordinary resolution).
The company must also file a copy of the amended articles within 14 days of the date the resolution was passed.
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Note the category for this service is Routine Compliance Services.

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Filing of Changes to Board of Directors

This is where there are appointments, resignations, death, or termination of the members of management of a company.
Certain requirements such as a special resolution to be passed at a board meeting (CR19), an extract of the minutes of the meeting, consent of the director to act as such, and an affidavit of the resignation of a director. CR8 needs to be filed as notice of change of address of a director.
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Filing of change of name

A company can change its name by:
  • a special resolution (the special resolution may be conditional on the occurrence of some event)
  • other means provided for by the company’s articles

The company must notify the Registrar of the change of name by submitting a notice of change of name, Form CR15, with the appropriate fee and a copy of the resolution. Once registered, the Registrar shall issue a certificate of change of name at which time the change takes effect.

There are other circumstances in which a company can or is required to change its name (for example at the direction of the Registrar or where a company is restored to the Register) and different procedures apply, and each requires a specific notice/s and/or additional documents.
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Filing Changes to the Objects of the Company

Companies registered under the Companies Act, 2015 generally have unrestricted objects. However, a company may choose to restrict its objects in its Articles of Association by passing a special resolution and notifying the Registrar using Form CR19 (Notice of Special/Ordinary Resolution).

The amendment to the objects is not effective until the form has been recorded by the Registrar. The company must file a copy of the amended articles within 14 days of the date the resolution was passed.
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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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