Company compliance in Kenya: annual returns and BO filings

Many companies fall out of compliance simply because nobody owns the calendar. Penalties accumulate, and the Registrar can eventually strike the company off.

Recurring obligations

• Annual returns — filed every year on the Business Registration Service portal.
• Beneficial ownership — keep the register up to date and file changes within the prescribed period.
• Changes to directors, shareholders or the registered office — notify the Registrar promptly.
• Financial statements — prepared annually; audited unless the company qualifies as small and exempt.
• Tax — monthly PAYE and VAT (if registered), instalment tax and the annual corporation tax return.
• Licences — county single business permit and sector licences renewed on time.

Registers to keep

Members, directors, secretaries (if any), beneficial owners, and charges.

Practical tips

• Put every deadline into a shared calendar with reminders.
• Keep board and shareholder resolutions signed and filed.
• Appoint a company secretary or service provider if you lack capacity in-house.

This article is general information, not legal advice on your situation.

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