Kenya: Beneficial Ownership Disclosure Requirements

Kenya’s Registrar of Companies has implemented mandatory beneficial ownership disclosure requirements under the Companies Act 2015 and the Companies (Beneficial Ownership Information) Regulations 2020. The regime requires companies to maintain a register of beneficial owners and submit this information to the Registrar. Amendments now extend these obligations to foreign companies operating branches in Kenya. The requirements apply from registration and continue throughout the company’s presence in Kenya. Amendments to beneficial ownership particulars must be reported within one month of the change. The obligations became fully effective in November 2023.

Key changes and requirements

The Regulations define a beneficial owner as any natural person who ultimately owns or controls a company. This includes individuals who hold at least 10% of issued shares or voting rights, who exercise at least 10% of voting rights, who have the right to appoint or remove a director, or who exercise significant influence or control. All companies must obtain, maintain, and file a beneficial ownership register with the Registrar.

Companies must disclose full names, identification information, nationality, and current contact details for each beneficial owner. Foreign companies with branches, previously exempt, are now expressly required to submit beneficial ownership information at the time of registration and to report changes within one month. This extends the same reporting obligations applicable to locally incorporated companies.

Non compliance is an offence, and both companies and their officers may be liable to penalties. Ongoing compliance requires monitoring for changes to beneficial ownership and ensuring timely updates to the Registrar.

How can we help?

Computershare can assist companies in identifying required information, maintaining accurate beneficial ownership records, and preparing and submitting updates to the Registrar. We can support with maintaining ownership and officer information through the GEMS platform to support global compliance processes.

Contact

Please contact your dedicated Computershare Relationship Manager or send an email to #GLCGSGECNetworkManagement@computershare.com for more information about how Computershare may assist you in responding to these new requirements.

Disclaimer: This notice is provided by Computershare for general informational purposes only and is not intended and should not be construed as legal, regulatory, financial or tax advice. Computershare is not licensed or authorized to practice law in any jurisdictions and hence does not provide any legal advice and it does not hold itself out as doing so. Neither Computershare nor any of its affiliates or contributors accept any responsibility or liability for the quality, accuracy or completeness of any information contained in this notice. It is important that you seek independent professional advice relating to the subject matter of this notice before relying on it.