Understanding Kenya’s “Contact Person” Requirement: A Must-Know for Non-Resident Director Companies

If your business operates in Kenya but doesn’t have a resident director or qualified company secretary, this law is crucial - Section 243A of the Companies Act - introduced through the Anti‑Money Laundering & Combating of Terrorism Financing (AML Amendment) Act, 2023, now mandates appointing a Kenya-based contact person. This article unpacks what that means for your company.

What Is the Contact Person Requirement?

Effective from 15 September 2023, the new provision applies to:

1. Private companies with paid-up capital below KES 5 million without a qualified company secretary,

2. Companies limited by guarantee,

3. Any firm lacking a resident Kenyan director.

A contact person must:

1. Be a natural person permanently residing in Kenya,

2. Hold the company's statutory records—directorships, shareholding, beneficial ownership, and make them available to authorities and the Registrar.

Why the Law Matters

This provision is designed to improve transparency and align Kenya with the FATF’s (Financial Action Task Force) standards on corporate ownership and AML. Kenya’s strengthened stance against corruption and terrorism financing, as reflected in the recent amendments, subjects companies to much more rigorous oversight and regulatory review.

• As the BRS develops enforcement mechanisms, companies must either appoint a contact person or risk deregistration and hefty fines.

Who Needs a Contact Person?

The requirement affects:

1. Fully foreign-owned companies with no Kenyan director or secretary,

2. Small private companies (paid-up capital below KES 5 million) without resident directors or secretaries.

3. Companies limited by guarantee, often non-profits and NGOs.

Even if you appoint a company secretary or resident director, having a contact person remains an option, but not a legal necessity.

Step-by-Step Appointment Guide

• Identify Your Options
  Choose either a qualified company secretary, a resident Kenyan director, or a contact person.

• Select a Trustworthy Individual
  Ensure they are permanently resident in Kenya, reliable, and able to maintain the statutory records.

• Draft a Board Resolution
  Record official appointment decisions, formally appointing the contact person or secretary.

• Lodge Notice with the Registrar
  File a “Notice of Appointment”, indicating full name, address, and date of appointment.

• Update Upon Any Changes
  If your contact person resigns, moves, or passes away, notify the Registrar within 14 days.

• Ensure Ongoing Availability
  The contact person must securely hold records and provide them upon official request.

What Risks Should You Avoid?

1. Heavy Fines & Daily Penalties
   Ignoring the rule could cost you KES 500,000, plus KES 50,000 per day after default.

2. Enforcement Action
   The Registrar may issue enforcement notices, demanding compliance within 14 days or face deregistration.

3. Operational Disruption
   Lack of a contact person may block statutory filings, status checks, or legal notifications, paralyzing your operations.

How Azali Certified Public Secretaries LLP Can Assist

As a full-service firm, Azali Certified Public Secretaries LLP provides end-to-end solutions:

• Advisory & Eligibility
  We assess whether your business must appoint a contact person and recommend the best option.

• Board Documentation
  Tailored board resolutions and corporate minutes to officially record the appointment.

• Registrar Filings
  We file all required notices, appointments, changes of contact person, or address updates, via e-Citizen.

• Statutory Record Management
  We ensure your records are accurate, properly maintained, and readily available for authorities.

• Ongoing Compliance Monitoring
  Annual reviews to confirm that your contact person remains eligible and that filings stay current.

Final Thoughts

Kenya’s contact person mandate is more than a regulatory formality, it is a cornerstone of legal accountability and corporate transparency. If not addressed, it brings serious legal, financial, and reputational risks.

Azali Certified Public Secretaries LLP is equipped to guide your business step-by-step through compliance, from board resolutions to regulatory filings and ongoing record-keeping.

Contact us today to ensure your company meets its obligations under Section 243A and maintains good standing in Kenya’s corporate arena.

Email: admin@azali.co.ke • Phone: +254 (0) 707 456 140