Company Annual Returns Filing in Kenya


Company Annual Returns Filing in Kenya.

According to Section 125 of the Companies Act in Kenya, it is mandatory for companies with share capital to submit an annual return. This return must be made once every year and should be prepared in a specific format. Additionally, the return should be submitted within fourteen days after the annual general meeting.

What are annual returns?

The Form CR 29, also known as annual returns, is a mandatory document that must be submitted by all registered companies in Kenya to the registrar of companies in order to provide an up-to-date overview of the company’s status.

Annual returns outline the company’s organizational structure, share distribution, share division, nominal capital, as well as the names and addresses of directors and shareholders. Additionally, it includes information about the company’s current registered office and details of the company secretary.

How to file returns for a limited company in Kenya

All Companies should file the first annual return exactly One year and 6 months after incorporation.

Thereafter, the company has to file annual returns every other one year. Returns are filed by filling out a Form 1.Annual return form. The form should then be certified by the company secretary and uploaded to ecitizen.

An annual return in Kenya includes the following information:

  1. The registered office and postal address of the company.
  2. The address where the register of members is kept, if it is not at the registered office.
  3. The address where the register of debenture holders is kept, if it is not at the registered office.
  4. A summary of the share capital, including the number of shares and their payment status.
  5. The number of shares issued since the company’s establishment.
  6. The amount called up on each share.
  7. The total amount of calls received and unpaid.
  8. Any commission paid in relation to shares or debentures.
  9. The discount allowed on shares issued at a discount.
  10. The total amount of discount allowed on debentures since the last return.
  11. The total number of forfeited shares.
  12. The number of outstanding share warrants and any warrants issued or surrendered since the last return.
  13. Details of the company’s indebtedness, including mortgages and charges that need to be registered with the registrar.
  14. A record:
  • Including the names and mailing addresses of all individuals who, on the fourteenth day after the company’s annual general meeting for the year, are shareholders of the company, as well as those who have ceased to be shareholders since the last return or, in the case of the initial return, since the company’s incorporation;
  • Indicating the quantity of shares held by each current shareholder on the date of the return, specifying shares that have been transferred since the last return (or, in the case of the initial return, since the company’s incorporation) by individuals who are still shareholders and those who are no longer shareholders, along with the dates of registration for these transfers; and
  • If the aforementioned names are not arranged in alphabetical order, attached with an index that is sufficient to easily locate the name of any individual listed.
What happens when annual returns are not filed?

Where a company annual returns are not filed in time. The registrar levies and Penalty on the company. In the event of any changes in the company structure or in case of any business that requires the registrar to register any external documents like charges, mortgages etc. Where an annual returns is not filed. The registrar shall not process such requests. The company also risks being struck off the register of companies.

All Limited companies are required by law to file annual returns every year with the Registrar of companies.

At Briantony International Consultants Kenya we assist you in the preparation, execution and filing of your company annual returns in Kenya.

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