A founder resigns, a new investor joins the board, and months later a bank declines the company’s facility application because the CR12 on file no longer reflects the truth. Registry records drift out of date quickly after incorporation, and keeping them current is part of running a company in Kenya rather than an optional tidy-up.
What filings follow a change of directors?
Changes in the board are notified to the Registrar of Companies on the prescribed forms through the Business Registration Service, which administers the registry through BRS. The resolution approving the appointment or resignation, the notifications and the updated registers should all tell the same story. Under the Companies Act, 2015 the company must also keep its statutory registers current, and banks, tender committees and counterparty diligence teams verify the public record against them, so a stale entry is a commercial problem before it is a legal one.
How are changes of shareholders recorded?
A change in shareholding follows a similar discipline: the transfer documents are stamped, the register of members is updated, and the Registrar is notified of the change in particulars. New allotments of shares are notified on their own footing. Where the constitution imposes pre-emption rights or requires board approval for transfers, those internal steps come first, and the registry filings should follow the company’s process rather than precede it.
What should companies keep current?
- Registers of directors, members and charges, reviewed at least annually.
- Notifications after every board or shareholding change, filed promptly.
- Annual returns, which consolidate the company’s position on the public file.
- Copies of the resolutions authorising each change, kept with the minute book.
A records audit ahead of a financing round, a tender or a bank review usually costs far less than the delays a mismatched record causes. The firm handles board and shareholding changes and the company secretarial record-keeping behind them through its governance advisory practice, and its practice areas describe the wider corporate services available.
For guidance on your specific situation, contact CS Advocates LLP , call, WhatsApp, or book a confidential consultation at our Westlands, Nairobi office.