The Statute Law 2019 (SMAA) amended the Companies Act (No. 17 of 2015), the Companies Act to require all companies to introduce a register of beneficial owners. Since the operationalization of the E-Register on 30th October, 2021, a significant amount of ongoing transactions have been impacted by tying other services offered to beneficial ownership compliance.
The Business Registration Service has released a public notice to inform people that the deadline for filing Beneficial Ownership register documents is 31st July, 2021. All companies are required to submit a copy of their beneficial ownership register within thirty days of its preparation onto the E-Register.
Every company in Kenya must lodge a register of beneficial owners with the Registrar of Companies (the Registrar).
A beneficial owner is someone who
- Directly or indirectly holds at least 10% of the issued shares in a company.
- Possesses the direct or indirect power to appoint or remove a director of the company.
- Indirectly or directly exercises significant influence or control.
- Directly or indirectly exercises a minimum of 10% of the voting rights in a company.
The register of beneficial owners should contain particulars of each beneficial owner which includes the following
- Full name.
- Birth certificate number, national identity card number or passport number.
- Date of birth.
- Postal, business and residential address, telephone number and email address.
- Occupation or profession.
- Personal identification number.
- The nature of ownership or control, including the date when a natural person became a beneficial owner, the date on which a person ceased to be a beneficial owner and any other relevant details the Registrar may require.
All company officers have been advised to familiarize themselves with the definition of a beneficial owner in the Regulations and identify the different levels of ownership in their company. The details of all beneficial owners should then be entered into a register of beneficial owners and submitted onto the E-Register.