19 Key Post-Registration Compliance Requirements Registered Companies Must Report to the Registrar in Kenya
Once your company is registered in Kenya, the journey doesn’t end. It’s just beginning. Staying compliant with the Registrar of Companies under the Business Registration Service (BRS) is critical to avoid hefty fines or legal headaches.
Drawing from company laws, in this authoritative guide, we’ve distilled 19 essential filings and notifications every private limited company must account for post-registration.
Whether you’re a Nairobi tech startup or a Mombasa trader, this list ensures you stay on the right side of the law while boosting your credibility. Let’s dive in and make compliance your competitive edge in 2025.
Why Compliance Matters in 2025
Kenya’s business landscape is booming. Business Daily Africa reported in February 2025 that small and medium enterprises drive economic growth, but many stumble over post-registration rules. Non-compliance can mean fines, or even dissolution. The Registrar, via brs.go.ke, tracks these filings to keep company records transparent and current. Nail these 19 steps; you’re not just legal- you’re primed for growth and investor trust.
The 19 Must-Know Compliance Filings
These requirements, rooted in Kenyan company laws, cover changes and annual duties. Miss one, and you’re at risk. Here’s what to report:
- Amendments to Articles of Association
Changed your company’s rules via special resolution? File Form CR19, minutes, and the members’ resolution within 14 days. Lodge the updated articles, too—keep it official. - Annual Financial Statements
Directors must file audited accounts yearly, attached to Form CR29 (s.717). Due on your incorporation anniversary—skip it, and penalties stack up fast. - Director Address Changes
Moved house? Notify via Form CR8 within 14 days. Accurate director details keep the Registry current. - Other Director Particulars Updates
Name or ID changed? File Form CR7 with supporting docs—resolutions or consent letters—within 14 days. - Director Resignation
A director quits? Submit Form CR9, resignation letter, and minutes within 14 days. Timing’s tight—don’t delay.
- New Director Appointment
New board member? File Form CR6 with their consent and resolution extract within 14 days. Fresh leadership needs quick logging. - Secretary Address Changes
Secretary relocated? Use Form CR12 to update within 14 days—small but mandatory. - Secretary Particulars Updates
Other secretary details shift? File Form CR11 with the resolution within 14 days. - Secretary Resignation
Secretary steps down? Notify via Form CR13 with resignation docs within 14 days. - New Secretary Appointment
Appointed a secretary (mandatory if capital exceeds KSh 5M)? File Form CR10 within 14 days. - Auditor Appointment
New auditor? No prescribed form yet—submit minutes and resolution. PN/04 notes a standard form’s pending, but don’t wait. - Auditor Resignation
Auditor out? File Form CR43 with their resignation letter within 14 days—keeps your books legit. - Company Name Change
Rebranding? Pass a special resolution and file Form CR15, Form CR19, and the resolution within 14 days. Wait for the certificate before using the new name. - Registered Office Change
Moved your office? Notify with Form CR16—effective only after BRS registers it. - Accounting Reference Date Change
Shifting your financial year? File Form CR42, stating if it’s shortened or extended (max 18 months, once every 5 years unless approved, s.634). - Creation of Charges
Took a loan with assets as security? File Form CR25 within 30 days (21 if created abroad) with the charge document (s.869). - Share Capital Adjustments
Subdividing or consolidating shares? File Form CR34 within one month. Allotting new shares? Use Form CR20 with Form CR19 if needed. - Reduction of Share Capital
Cutting capital? File Form CR35 within 14 days—shareholder approval required. - Satisfaction of Charges
Paid off a charge? Notify with Form CR28—full or partial satisfaction must be logged.
The Stakes Are High—Act Now
These 19 filings aren’t optional. Late or missing submissions trigger fines or worse, legal action. The Registrar uses these updates to paint an accurate picture of your company for searchers, creditors, and investors.
In 2025, with Kenya’s economy hot and transparency a buzzword, compliance isn’t just law-it’s strategy. Our law firm’s seen it all: firms thriving with tight records, others folding from neglect. Which will you be?
Partner With Us for Compliance Success
Mastering these 19 post-registration requirements keeps your company legal and lean. At Kubwa and Company Advocates, we’ve streamlined compliance for 300+ Kenyan businesses, boasting a 98% BRS success rate. From Form CR1 to CR48, we’ve got you covered. Want to dodge fines and unlock growth? Call us today-let’s turn compliance into your USD 100,000+ advantage.
Talk to us now by Scheduling a Meeting Here or direct chat on WhatsApp Here or by clicking on the live chat in the bottom right corner.
Should you require more information, please do not hesitate to contact [email protected].
Yuvenalis Kubwa is an advocate of the High Court of Kenya and a member of the Law Society of Kenya.
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