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  • A site by BDO Kenya
  • Compliance matters

Annual Statutory Filing

Limited Liability Company and company limited by guarantee must at least once in every year make an Annual Return which must be prepared on the anniversary of the date of incorporation.


For a public limited liability company, the return must be filed together with a certified copy of the audited financial statements. Private limited liability companies are not bound by this provision unless at least 1 shareholder in the company is a public company.


Registered society must also file Annual Returns of the previous year latest by 31st March in the prescribed form signed by 3 officers of the society.


Branches of foreign companies are required to file a certificate of exemption yearly for countries within the bracket of common wealth nations and whose parent companies are registered as private Companies in their home countries. For Branches where the parent Company is registered outside commonwealth a copy of audited accounts must be filed with the Registrar of Companies annually. Public Companies or subsidiaries of Public Companies registered within the commonwealth nations will also file audited accounts, while partnerships and sole proprietors are not required to file any annual statutory returns.

Company Secretary

All public companies are required to have a Company Secretary and only private companies with a paid up capital of KShs 5 million are required to appoint a Company Secretary who must be a registered member of the Institute of Certified Public Secretaries of Kenya.


The Company Secretary maintains the statutory books of the company and filing the relevant returns. A company operating under a Certificate of Compliance is required to file a return showing the Company Secretary in the country of origin.


For society, partnership or a sole proprietor, the returns can be filed and signed by any three officers, a partner and proprietor respectively

Other returns

Companies incorporated under the Companies Act, Societies Act, Partnership Act and Registration of Business Names are required to file forms with the applicable Registrar on the change of directors/partners, change of registered office/principal place of business and changes in nominal and paid up capital amongst other things.