Frequently Asked Questions

An Act that consolidates laws intended to streamline businesses in Kenya relating to incorporation, registration, operation, management and regulation of companies with a view to uphold good Corporate Governance practices and related matters.

They ensure that an organization complies with relevant legislation and regulation and keeps board members informed of their legal responsibilities.

Corporate Governance is defined as the process by which corporations are governed and regulated.

A beneficial owner is defined as person for whose benefit the company transacts. The Regulations define a beneficial owner to include the natural person who ultimately controls a legal person or a natural person on whose behalf a transaction is conducted. It also includes those persons who exercise ultimate effective control.

The Regulations require disclosure of beneficial information of persons who exercise control rights. The Regulations particularize persons that have ‘control’ to be:

1. Those that hold at least 10% of the issued shares;
2. Those that exercise at least 10% of the voting rights;
3. Those that hold a right to appoint/remove a director; or
4. Those that exercise significant influence or control over a company.

This form is used when applying for registration of a business name by companies or partnership.

The word TRUST refers to the duty or aggregate accumulation of obligations that rest upon a person described as a trustee. The responsibilities are in relation to property held by him or under his control.

Yes, however they are required to be registered and issued with a Certificate of Compliance to be able to carry on business in Kenya.

Where a Kenyan Company has foreigners as its directors and shareholders, at least one director needs to be a Kenyan so as to carry out statutory registration such as KRA, NSSF and NHIF.

LLP is a body corporate with perpetual succession with a legal personality separate from that of its partners. A change in the partners of a limited liability partnership does not affect the existence, rights or obligations of the limited liability partnership.

A Board Resolution is a formal document that helps to identify the roles of corporate offices and the result of any votes or decisions the board makes regarding the company. They can be found in the board minutes and provide an accurate record of decisions made at a board meeting. Usually, they are written when :-

1. a new member is voted into the board;
2. the company wants to expand, hire, or let go of a large amount of workers;
3. sell shares;
4. buy any form of intellectual property rights; and/or any other major decision that will affect the company in a significant way.