Every registered company in Kenya must meet compliance obligations to remain in good legal standing. Many companies, however, fall behind on routine filings, leading to penalties or deregistration.
Frequent mistakes include failure to file annual returns, omitting beneficial ownership disclosures, and not maintaining proper registers. Changes in directorship, shareholding, or registered office must also be reported to the Registrar of Companies in a timely manner.
BMA Advocates offers outsourced company secretarial services to ensure our clients remain fully compliant. We handle CR12 applications, board resolution drafting, shareholder updates, and filings through eCitizen and the Business Registration Service.
FAQs- Common Company Compliance Mistakes—and How to Avoid Them
What is company compliance in Kenya?
It refers to fulfilling statutory and regulatory obligations like annual returns, tax filings, maintenance of records, and updating company details with the Companies Registry.
What are the most frequent mistakes companies make?
Late or non-filing of annual returns, failure to maintain statutory registers, using expired business permits, and not updating directorship or shareholding changes.
What are the consequences of non-compliance?
Penalties, deregistration, fines, barred directorships, and reputational harm. Dormant or non-compliant companies can also be struck off by the Registrar.
Are directors personally liable for company non-compliance?
In certain cases, yes. Directors may be held personally responsible for willful negligence or misconduct, especially with tax evasion or fraud.
Is there a deadline for filing annual returns?
Yes. All companies must file annual returns within 30 days after the anniversary of incorporation each year via eCitizen.
What is a CR12 and when is it needed?
A CR12 is a document showing the company’s current shareholding and directorship. It’s often required for tenders, banking, and legal proceedings.
How can one correct compliance gaps?
Through backfiling of returns, updating company records, obtaining necessary clearances, and applying for condonation if applicable.
What’s the role of a company secretary in compliance?
They ensure that the company complies with regulatory frameworks, keeps statutory records, convenes meetings, and files necessary documents.
Can a private company avoid appointing a secretary?
Only if it has a share capital below KES 5 million. Otherwise, appointment of a qualified company secretary is mandatory.
How does BMA Advocates support companies?
We offer ongoing compliance checks, file returns, advise on governance, regularize dormant entities, and provide company secretarial services.
This article is for general informational purposes only and does not constitute legal advice. For tailored assistance, please consult BMA Advocates directly.
