A presentation on the Business Registration Service (BRS) of Kenya. Includes commentary around current law reform.

1.  LEGISLATIVE REFORM
 PROCESS REFORM
 REVENUE REFORM
THE BUSINESS REGISTRATION
SERVICE (BRS) KENYA

2. Where we were Where we are
 Companies Act, Cap 486
[1948]
 Bankruptcy Act, Cap. 53
[1930]
 Chattels Transfer Act,
Cap.28 [1975]
 Pawn Brokers Act Cap 529
[1913]
Business Registration Service
Act, 2015
 Companies Act, 2015
 Insolvency Act, 2015
 Movable Property Security
Rights Act, 2017
 Hire Purchase Act, CAP 507
LEGISLATIVE REFORM

3. Old Process New Processes
• Manual Registration process
• Archaic and non-verifiable
information
• Unreliable tracking system
• Cash Payments at collection
agency
• Couriering of documents
 60% automation of services
 In the ease of doing business
reforms, Kenya was ranked 61st
out of 190 countries. 19 positions
up, 7 out of 10 most improved.
 Clean up of data through a
verification exercise (Link a
Business)
 Integration with national
databases KRA, NSSF and NHIF
PROCESS REFORM

4. BRS CURRENT PROJECTS
• Development of outstanding workflows
• Data verification of existing businesses (Link a Business)
• Development of the Beneficial Ownership Register (BRS-GIZ initiative)
• Digitization of the Insolvency Section

5. C O M P A N I E S A C T , 2 0 1 5
BENEFICIAL OWNER REGISTER

6. Kenya’s reasons to establish a BO register
 Kenya is committed towards attaining growth and transformation through Rule of
Law, Transparency, Accountability and Public Participation.
 The Financial Action Task Force (FATF) recommendations on transparency of
beneficial owners, we are keen to conform to FATF standards on transparency to
deter and prevent the misuse of corporate vehicles.
 FATF Recommendations to ensure that adequate, accurate and timely information
on the beneficial ownership of corporate vehicles.
 Open Government Partnership National Action Plan III for 2018 –2020,
we committed to “implement the open contracting data standards to improve
transparency and reduce opportunities for corruption by enhancing openness and
accessibility of public procurement information portal”

7. Role of the designated authority
 Establish public central register of company beneficial ownership information.
 Ensure international and domestic law enforcement agencies have full and
effective access to beneficial ownership information for companies and other
legal entities registered.
 Provide access to the public of beneficial owners of companies.

8. Location of the BO register
 The BRS commissioned a process which led to the amendment of the
Companies Act, through the Companies (Amendment) Act, 2017 which
came into force on 3rd August 2017, to introduce the concept of a
Beneficial Ownership Register.
 With the assistance of GIZ:
 Kenya has developed the companies (beneficial ownership information)
Regulations, 2019 which are awaiting publication.
 Kenya has also developed the Beneficial Ownership e-Register which is
being subjected to stakeholder’s consultations before being rolled out
together with the Publication of the Regulations.

9. Data set required for Beneficial Owner
(a) full name;
(b) national identity card number /
passport number;
(c) personal identification number;
(d) nationality;
(e) date of birth;
(f) postal address;
(g) residential address;
h) current telephone number;
i) current email address;
(j) occupation;
(k) date on which any person
became a beneficial owner;
(l) date on which any person ceased
to be a beneficial owner
(m)nature of ownership or control;
and
(n) any other detail the Registrar
may from time to time require.

10. Access to the BO Register
 Any person may conduct a basic search on a company from the companies
registry for the purposes of obtaining the name of the beneficial owner of that
company.
 A person who intends to conduct an official search of the registry records on
beneficial owner particulars shall apply to the Registrar in the prescribed
form and pay the prescribed fees.
 The Registrar may, upon a written request, disclose protected information to
a competent authority.
 The Court may make an order for the disclosure of protected information by
the company

11. Controls and sanctions envisioned to ensure that the information
is adequate, up to date and accurate
 CA – 93. A company shall lodge with the Registrar a copy of its register
of members including information relating to beneficial owners, if any,
within thirty days after completing its preparation.
 CA - 872. Offence to lodge false or misleading documents or to make
false or misleading statements to Registrar.
 873 - Enforcement of company’s lodgment obligations.

12. Controls and sanctions cont’d
 The company has a duty to investigate and obtain beneficial owner
particulars.
 The company may issue notice to obtain information on beneficial interests
in the company.
 If this information is not forthcoming, it may issue a restrictive notice where:
 any transfer of the interest is void;
 no rights are exercisable in respect of the interest;
 no shares may be issued in right of the interest or in pursuance of an offer made to the
interest-holder;
 no payment may be made of sums due from the company in respect of the interest.

13. Privacy issues faced and solutions
A company shall not use or disclose protected information about its beneficial owner,
except—
 for communicating with the beneficial owner concerned;
 in order to comply with any requirement of these Regulations;
 in order to comply with a court order.
“protected information” means—
 identity card number / passport number;
 personal identification number;
 residential address;
 current email address; and
 current telephone number;

14. Challenges to expect or anticipate
 Proper legal framework; amendment to ensure that there is a clear
distinction between a register of members and that of the beneficial
owners.
 Stakeholder buy-in to the concept.
 Withholding of information to the Registrar;