Navigating the BRS Compliance Notice: Essential Steps for Kenyan Companies in June 2025
In a significant move to enhance corporate transparency and combat financial crimes, the Business Registration Service (BRS) of Kenya issued Directive No. 01 of 2024 on 17th October 2024. This directive mandated all private limited companies and Limited Liability Partnerships (LLPs) to file their Beneficial Ownership Information (BOI) in compliance with Section 93A of the Companies Act, Cap. 486, and Section 31B of the Limited Liability Partnerships Act. The initial deadline for compliance was set for 30th November 2024.
Understanding the Compliance Requirements
The directive requires entities to:
Prepare and Maintain a Register of Beneficial Owners: Companies and LLPs must maintain a record of individuals who ultimately own or control the entity.
File the Register with the Registrar of Companies: A copy of the register must be submitted to the registrar of companies.
Update the Register: Any changes to the beneficial ownership must be filed within 14 days of the change.
Consequences of Non-Compliance
On 11th April 2025, the BRS issued a subsequent notice highlighting that many companies had failed to meet the compliance deadline. As a result, the Registrar formed a reasonable belief that these companies might not be conducting business or are not operational. Consequently, such companies risk being struck off the register under Section 894 of the Companies Act.
Steps to Ensure Compliance
If your company is listed among the non-compliant entities:
Confirm Operational Status: Provide written confirmation to the Registrar that your company is active and operational.
Submit Supporting Documents: Include recent financial statements, tax filings, active trade licenses, contracts, or invoices.
File Outstanding Returns: Ensure all annual returns and the register of beneficial ownership are up to date and submitted.
Engage Professional Services: Consider seeking assistance from company secretarial services to navigate the compliance process effectively.
Responses should be sent to the Registrar at compliance@brs.go.ke within 30 days from the date of the notice.
Role of Company Secretaries
Company secretaries play a pivotal role in ensuring compliance with statutory obligations. They assist in:
Preparing and submitting required documentation.
Maintaining accurate records of beneficial ownership.
Ensuring timely filing of annual returns and financial statements.
Advising on corporate governance practices.
Conclusion
The BRS compliance notice underscores the importance of adhering to statutory obligations to maintain good standing and avoid potential penalties, including deregistration. Timely action is essential. Engaging professional services can provide the necessary support to navigate the compliance process effectively.
Partner with Azali Certified Public Secretaries LLP for Expert Compliance Support
In light of the recent directives from the Business Registration Service (BRS) concerning Beneficial Ownership Information (BOI) and the potential consequences of non-compliance, companies must ensure they meet all statutory requirements. Azali Certified Public Secretaries LLP stands as a leading provider of company secretarial and corporate governance advisory services in Kenya. Contact us today for more information and assistance regarding your organization’s compliance requirements.