The Registrar of Companies released a public notice on 14 April 2025 titled Inquiry into Business Operations and Compliance Status. This notice is a follow up to Directive No. 1 of 2024 issued in October 2024, which required Private Limited Companies (PVTs) and Limited Liability Partnerships (LLPs) which have not yet complied, to file beneficial ownership information in compliance with the Companies Act and the Limited Liability Partnerships Act respectively. PVTs were required to comply by 30 November 2024. The Directive had also served to remind PVTs and LLPs that failure to file annual returns for a period of five years shall lead to PVTs and LLPs being struck off from the Register.
For companies that did not comply with the requirements to file beneficial ownership declarations and/or annual returns for the last five years, by the deadline of 30 November 2024, the Companies Registry has now in accordance with the provisions of Section 93A and Section 894 of the Companies Act Cap 486 formed a “reasonable belief that the non-compliant companies may not be conducting business or may not be operational”. The registry has provided a link to search whether a company is non-compliant (https://brs.go.ke/boi-notice/). Any company appearing in the search is required to confirm in writing within 30 days from 11 April 2025 that it is currently active and operating, providing sufficient evidence to confirm this and to submit all outstanding statutory documents including annual returns and the beneficial ownership register.
This alert serves the purpose of general guidance and is not intended to constitute specific legal advice. For legal advice concerning this alert and compliance with the Directive if your company is affected, please contact our Partner Victoria.Muya@CMS-DI.com.
*Contributors
•Dennis Karuri, Company Secretary
•Nancy Muturi, Company Secretary
