Filing Company Annual Returns

Mastering the Filing of Company Annual Returns in Kenya: A Guide to Securing Your Business’s Future

Filing company annual returns in Kenya is not just a legal obligation but a critical process that ensures your business remains compliant and avoids penalties. Failure to file these returns can result in significant fines and the possibility of your company being struck off by the Registrar of Companies. This guide will help you navigate the process, understand the requirements, and maintain your company’s good standing.

Why Filing Annual Returns is Essential

Annual returns are crucial for updating the Registrar of Companies on any changes in your company’s shareholding, directorship, and registered office throughout the year. This transparency is vital for the continued operation and legal recognition of your business.

Legal Requirements for Filing Annual Returns

Under Section 125 of the Companies Act, all companies with share capital are required to file an annual return within fourteen days of their annual general meeting (AGM). This filing is a mandatory yearly obligation that must be fulfilled to avoid penalties.

When does filing of company annual returns in Kenya happen?

Company annual returns in Kenya must be filed at least once every calendar year. The submission to the Registrar must include a copy of the annual return, duly signed by both a director and the company secretary. Failure to comply with this requirement results in fines for the company and its defaulting officers.

When filing the annual return, the completed form must be submitted to the Companies Registry of Kenya, along with the necessary fees. It’s important to note that a penalty is levied for each year of non-compliance or late filing.

Which form to use when filing company annual returns in Kenya?

The annual return form for a company with share capital must contain the following information:

1. Company’s Registered Office: The location and postal address of the registered office.
2. Register of Members: If maintained at a location other than the registered office, provide the address where it is kept.
3. Register of Debenture Holders: If applicable, include the address where this register is kept, if different from the registered office.
4. Share Capital Summary:
   • Amount of share capital and the number of shares.
   • Number of shares issued since the company’s inception.
   • Amount called up on each share and total amount received.
   • Total unpaid calls and sums paid as commission for shares or debentures.
   • Discounts allowed on issued shares and debentures.
   • Total number of forfeited shares.
   • Number of shares for which share warrants are outstanding.
5. Company’s Indebtedness: Details of all mortgages and charges that must be registered with the Registrar under the Companies Act.
6. List of Members: Names and postal addresses of all current and former members as of the fourteenth day after the AGM, including details of shares held and recent transfers.
7. Directors and Secretary: Details of the current directors and secretary, as required by the Companies Act.

Notably, a company is not required to file an annual return in the year of its incorporation.

Documents to Attach to the Annual Return Form

When filing your company’s annual return in Kenya, you must attach the following documents:

1. A copy of every balance sheet presented at the general meeting during the relevant period, certified by both a director and the company secretary.
2. The auditors’ report and the directors’ report accompanying each balance sheet, similarly certified.
3. A certificate signed by both a director and the company secretary, confirming that no public invitation to subscribe for shares or debentures has been issued since the company’s incorporation.

While the first two requirements apply only to public companies, private companies with at least one public company shareholder must also comply. The third requirement applies to all companies, both public and private.

Registrar of Companies and CR12 Document

The CR12 document from the Registrar of Companies reflects the information provided in the annual returns. This document is often sought to confirm the validity and existence of a company in Kenya.