The information contained in this document is marketing material and for informational purposes only. The information contained in this document is presented without any warranty or representation as to its accuracy or completeness and all implied representations or warranties of any kind are hereby disclaimed. Recipients of this document, whether clients or otherwise, should not act or refrain from acting on the basis of any information included in this document without seeking appropriate professional advice. The provision of the information contained in this document does not establish any express or implied duty or obligation between Citco and any recipient and neither Citco nor any of its shareholders, members, directors, principals or personnel shall be responsible or liable for results arising from the use or reliance of the information contained in this document including, without limitation, any loss (whether direct, indirect, in contract, tort or otherwise) arising from any decision made or action taken by any party in reliance upon the information contained in this document. © The Citco Group Limited, December 2024.
Kenya – Government Inquiry into UBO Compliance
The Business Registration Service (BRS) of Kenya has issued critical notices regarding business operations and compliance status, particularly concerning Ultimate Beneficial Ownership (UBO) requirements.
Following the Registrar of Companies’ Directive No. 1 of 2024, private companies were initially given until the 30th of November 2024, to file their register of beneficial owners.
The BRS has since announced that this deadline has lapsed, and they are now taking action against non-compliant companies.
Affected Entities
This inquiry specifically targets Private Limited Companies that have failed to file annual returns and financial statements for five years or more, as well as those that have not complied with directives under Section 93A regarding beneficial ownership registration.
Required Actions and Documentation
Companies identified on the BRS website (https://brs.go.ke/boi-notice) must respond within 30 days with comprehensive documentation. This includes written confirmation of active business status, along with supporting evidence such as recent financial statements, tax filings, and copies of active trade licenses, contracts, or invoices.
Additionally, all outstanding statutory documents, including annual returns and the beneficial ownership register, must be submitted.
The Risks of Non-Compliance
The Registrar will take progressive action against non-responsive companies, beginning with the issuance of a final notice. This will be followed by publication in the Kenya Gazette (the official publication of the Republic of Kenya), potentially leading to the removal of non-compliant entities from the Register.
How Mercator® by Citco Can Help
- Our team can assist with:
- Document collection and preparation
- Beneficial Ownership register compilation
- Communication with BRS
- Overall compliance restoration
For assistance with these requirements and to ensure compliance, please contact mercator@citco.com.
