Registrar of Companies Issues Directive and Consequences Regarding Filing of Beneficial Ownership Information

The Registrar of Companies recently (17 October 2024) released a public notice, Directive No. 01 of 2024, addressed to private limited companies (PLCs) and limited liability partnerships (LLPs) requiring them to file beneficial ownership information in compliance with the Companies Act and the Limited Liability Partnerships Act respectively.

The Directive aims to facilitate compliance with anti-money laundering, combating terrorism financing, and combating proliferation financing regulations which mandate the Business Registration Service (BRS) to comply with the collection and maintenance of accurate, adequate, and up-to-date basic and beneficial ownership information of PLCs and LLPs.

The Directive is to the effect that all PLCs and LLPs are required to prepare and maintain a register of beneficial owners. As the mechanism for filing beneficial ownership information is available, PLCs are required to comply by 30 November 2024. The compliance deadline for LLPs has not been set as BRS is yet to put in place a mechanism for this. Nonetheless, LLPs are required to prepare and maintain a register of beneficial ownership and have this register readily available for inspection. The notice further states that non-compliant companies and LLPs shall be struck off the Register in accordance with the relevant Acts of law.

The Directive also serves to remind PLCs and LLPs that the relevant laws require filing of annual returns every year and failure to file annual returns for a period of five years shall lead to PLCs and LLPs being struck off from the 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, please contact our Partner Victoria.Muya@CMS-DI.com.

*Contributors

• Dennis Karuri, Company Secretary
• Laura Lwigado, Company Secretary
• Nancy Muturi, Company Secretary