Most Kenyan companies meet their annual return obligations only when a bank, tender or prospective buyer asks for proof of good standing, by which point penalties have accumulated and the cure takes weeks.
When is the annual return due?
A company with share capital must file an annual return with the Registrar of Companies within thirty days after each anniversary of its incorporation, under the Companies Act 2015 (kenyalaw.org). The obligation applies whether or not the company traded during the year: a dormant company still files. Filing is done electronically through the Business Registration Service (brs.go.ke), accessible via eCitizen. The return confirms particulars as at the anniversary date, so it is also the natural moment to correct stale records rather than file inaccurate confirmations. Returns are filed per company, so a group’s deadlines are staggered across its subsidiaries’ own anniversaries.
What happens if the return is late?
Late filing attracts penalties that accumulate with time, and persistent default can lead the Registrar to strike the company off the register. The practical consequences reach further than the registry: a struck-off company’s contracts and bank accounts are exposed, and curing the position requires restoration, a separate application with its own cost and delay. Directors should treat the anniversary date as a compliance anchor in the company’s internal calendar, not a matter for the registry’s reminders.
What else should be kept current?
- Statutory registers of members, directors and secretaries, kept at the registered office.
- Notifications of changes in directors, addresses or share capital as they occur.
- Beneficial ownership information, which companies must record and update under the applicable regulations.
- KRA tax returns, including nil returns for inactive companies.
For groups, a shared compliance calendar across all subsidiaries keeps the staggered anniversary dates from drifting. A short annual compliance review, returns, registers, beneficial ownership, tax status, is inexpensive against the cost of restoring a struck-off company. Our governance advisory practice runs such reviews for owner-managed and investor-backed companies; see also our practice areas page.
For guidance on your specific situation, contact CS Advocates LLP, call, WhatsApp, or book a confidential consultation at our Westlands, Nairobi office.