Frequently Asked Questions

Who is a Beneficial Owner?
The Companies (Beneficial Ownership Information) Regulations, 2020, established through Legal Notice No. 12 dated 18th February 2020, requires all companies to maintain a register of beneficial owners.
According to the (Beneficial Ownership Information) Regulations, 2020 a “Beneficial Owner” is defined as the natural person who ultimately owns or controls a legal entity or arrangement or the person on whose behalf a transaction is conducted.
According to the Kenya Regulations, The beneficial owners’ register must be submitted to the Registrar of Companies using Form BOF1. Any changes to beneficial owners’ particulars should be reported using Form BOF2, and any cessation of beneficial ownership must be communicated via Form BOF3.
The Regulations that apply to a beneficial owner who, whether directly or indirectly are:

  • Holding at least 10% of the issued shares, directly or indirectly.

  • Holding at least 10% of the voting rights, directly or indirectly.

  • The right to appoint or remove a director.

  • Exercises significant influence or control over the company (meaning anyone who participates in the financial policies of the company without necessarily having full control of them).

What is a public benefit organization
A public benefit organization is defined in section 2 of the PBO Act to mean ‘a
Voluntary membership or non-membership grouping of individuals or organizations, which is autonomous, non-partisan, non-profit making and which is:

  • Organized and operated locally, nationally or internationally

  • Engages in public benefit activities

  • Is registered as such by the Authority but excludes trade union, political parties and religious organizations’

What are Annual Secretarial Returns
Annual Secretarial Returns are mandatory filings that companies submit to regulatory authorities Registrars of Companies to report key information about their structure, activities, and compliance status for the financial year.

According to Section 705 of the Companies Act No. 17 of 2015, stipulates that every company shall submit to the Registrars, Successive Annual Returns of which is made up to a date not later than the date that is from time to time the Company’s Return date.

The returns should be as per the prescribed form CR29
What is a Board Charter
A board charter is a policy document that clearly defines the respective roles, responsibilities and authorities of the board of directors (both individually and collectively) and management in setting the direction, the management and the control of the organization.

The Board Charter provides a concise overview of: the role and responsibilities of the board of directors; powers of the board and board committees; separation of roles between the Board and Management; and the practice of the board in respect of corporate governance matters.
What are the requirements for registration of a company in Kenya

  • At least 3 names to be searched and reserved, with the One Step business registration process introduced and adopted by the registrars of companies one needs to have at least 3 names in order of priority to avoid double registration.

  • Main objectives of the Company- the specific activities that will be carried out by the company and also for KRA tax registration purpose.

  • Identification documents- Copy of ID, Notarized Passport Bio Data section (Foreign directors), Recent coloured passport photo, Pin Certificate, P.O Box, Email, Mobile Number, Residential address for directors, the company’s physical address (Registered Address) and Notarized Certificate of Incorporation for Corporate shareholders.

  • Total nominal capital and allocation of share for each director and shareholder, (It can either be Limited (Minimum provision for Nominal Share capital by the Companies Act No. 17 0f 2015 is Ksh. 100,000, at 1000 share @100 Ksh. or by Guarantee).

  • Memorandum and article of association- Depending on the company’s objective, the company can either prepare its own Memorandum and Article of Association or it can adopt the Model Memorandum (Form CR-2) and Model Articles of Associations provided by the companies Act No. 17 of 2015.

  • E-citizen Account- The registration process is online and it is done in one of the directors E-citizen, for Foreigner who have no E-citizen account, the registration can be done either by a Registered Practicing Company Secretary or a practicing Lawyers account.

Does Selego provide trademark services?
Yes, Selego offers trademark services, and we collaborate with the Kenyan Intellectual Property Institute (KIPI) to ensure a smooth process for trademark registration and protection.
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