Routine Company Secretarial Compliances Requirements in Kenya
Corporate Governance principles’ purpose is to facilitate effective, entrepreneurial, and prudent
management that can deliver the long-term success of the company. One of the Statutory roles of a
company secretary is to ensure Compliance is achieved all the necessary filings are done at the Registrar
of Companies.
List of Routine compliance requirements in Kenya
Routine Compliance Due Date
Filing Annual Returns Once every year
Filing of changes to the Memorandum and Articles of
Associations Within 14 days from when the resolution was passed
Filing of changes in directorship or shareholding of the
company Within 14 days effective of the changes
Filing changes in the shareholding of the company Within 14 days effective of the changes

1. Filing Annual Returns –  Section 125 of the Companies Act stipulates that every company having
   a share capital shall, once at least in every year, make a return, the returns should be as per the
   prescribed form CR29
2. Filing of changes to the Memorandum and Articles of Associations- A company may by passing
   a special resolution decide to amend its articles and objects if the Companies was registered
   under the Companies Act, 2015 which generally have unrestricted objects, to suite its current
   objectives, This should be done within 14 days from when the resolution was passed.
3. Filing of changes in directorship or shareholding of the company – Change of directorship in a
   company occurs where there are appointments, resignations, death, or termination of the
   members of management of a company this is filed within 14 days effective of the changes.
4. Filing of Change of Name for the company- A company may decide to change its name due to
   various legal, branding, and operational considerations. a special resolution is required shall be
   required to confirm the change of name for the company. The company Secretary must file a
   copy of the amended articles within 14 days of the date the resolution was passed.
5. Filing changes in the shareholding of the company- Shareholding changes can occur if a
   company wishes to increase its Share Capital beyond its registered Nominal Capital, transfer
   shares or allocate/ issue new shares to the shareholders; the Company will be required to file
   the necessary documentation with the Registrar of Companies.
   NOTE: There is a requirement to pay stamp duty on the increase in the capital and transfer of shares;
   Stamp Duty payable will be at a rate of 1% of the increase or the transfer.
   How we can help

At Imperial Registrars, we have a team of Certified Company Secretary with the Institute of Certified
Secretaries, who will assist your company by offering the routine compliance services by filing them with
the registrars of companies. Kindly get in touch with us for further assistance on the above.