Frequently Asked Questions

A registered share is a stock that is registered to the name of the exact owner. If the owner of such a share sells their share, the new owner must register with their name and other personal information such as address and birthdate

In most organizations or corporations, resolutions are typically required for actions with significant financial ramifications, a change in procedures, or a change in governance authority.

Corporate Governance Audit is an effective way to ensure that the company has complied with all the laws applicable and effective internal control systems, policies, procedures are implemented well to serve needs of all the stakeholders.

An application for Registration of a Business Name by a firm or partnership.

Yes. A foreign company may be registered in Kenya if it has at least one local representative. A local representative may be any person of the company's choice but must be a resident in Kenya.

Corporate governance provides for preparing a code of conduct for an organization which will help the company in showcasing the commitment of the company to work ethically on the ethical stance and to maintain a good image in market both domestic and global market.

Public companies are required to appoint an independent Share Registrar to maintain the register, process share transfers and any actions as may be required by the Company. The appointment of an independent Share Registrar is imperative since the shareholding information and records should be maintained objectively and the same should not be interfered by any party.

The share registrars are also responsible for distribution of dividends and maintaining the dividend records, registration of members during general meetings, communication of key information to shareholders, allotment of shares, issue of bonus shares, filing share registration reports with the regulators (if any) and the Company, shareholder relations and dispute resolution, among other roles.

Some public companies have put in place an internal share registrar to maintain the shareholder records. This may however impact shareholder confidence since management should be distinct from the ownership of the Company. For this reason, it is recommended that both public and private companies should appoint external independent share registrars.

A special resolution is passed by not less than 75% of members present and voting the resolution at a general meeting. Voting at a general meeting may be;

1. By show of hands, one member has one vote, or

2. By poll, weighted by the number of votes a member holds in the company.

An ordinary resolution is passed when a simple majority of those present and voting at a meeting (above 50%) casts their vote in support of a resolution. If the necessary simple majority is not obtained, then the proposed resolution fails.

A resolution is an agreement or decision made by members, a class of members, or the Directors of a company. This could include resolving to change the name of the company, to alter its share capital, to change its articles, or any other matter relating to the Company operations.

It is recommended that the company obtain a discharge after it has fully satisfied its debt, but it is not mandatory to notify the Registrar. However, it is in the company's best interests that potential investors and lenders are aware that it has satisfied all or part of the debt. If you wish to notify the registrar, deliver Form CR28 for registration.

Certified Secretaries are expert practitioners in governance, governance audits and compliance, corporate secretarial practice, corporate law, consultancy and business management and administration.

A board evaluation is a method for a board of directors to verify members are meeting expectations, making progress toward goals, following bylaws, and a chance to gather feedback on the board's health.

Official searches are made primarily for two reasons:

  • where the land in question is already registered, to obtain up-to-date information as to the state of the register, so as to supplement the title information already held by the applicant;
  • to ascertain what, if any, applications may be pending in relation to the titles in respect of which the search is made and which the applicant will need to take into account in dealing with the registered estate

Stamp Duty exemption may be obtained for transactions, including but not limited to: Transfer of land to charitable organizations as gifts. Transfer of property between spouses. Transfer of family property to the members on demise of a family member in whose name the property was registered.

After the incorporation of the company, the company needs to issue the share certificates within two months from the incorporation date. Where additional shares are allotted to the new or existing shareholders, the share certificates should be issued within two months from the allotment date.

A director can be removed in Kenya by way of a Special General Meeting. This involves calling a Special General Meeting with Special Notice (28 days). The Notice must be issued to all the Shareholders and Directors. The meeting will then pass a Special Resolution for the removal of the director.

Yes. A foreign company may not be registered in Kenya if it has at least one local representative. A local representative may be any person of the company's choice but must be resident in Kenya.

  • Resignation from office 
  • Removal
  • Rotation
  • Retirement
  • Lack of capacity

A payroll service is a third-party company or organization that assists with payroll processing. They simplify many things associated with timely and accurate payment, such as: Employee time and attendance or Workers' compensation

During an AGM, a company's performance is analyzed and its future strategy is discussed. This is an opportunity for shareholders to question the board, get answers for unsatisfactory performance and challenge them on the direction of the company.

The purpose of board meetings is for the directors to talk about any issues that the company is facing, review the company's performance and discuss new policies to be enacted.

The Companies Act 2015 (the Act) is amongst a suite of new laws intended to streamline business in Kenya, by making it easier for entities to establish a presence and operate. Although quite voluminous, the Act takes into consideration, developments in technology and procedure, to boost the ease of doing business.

Company policies are set in place to establish the rules of conduct within an organization, outlining the responsibilities of both employees and employers. The management of company policy and procedures aim to protect the rights of workers as well as the business interests of employers.

Official Digital payments platform that enables Kenyan citizens, residents and visitors access and pay for government services online

Linking a business is a requirement by the company registrar where companies align their manual (physical file at the company registrar's office) file details to their e-citizen (digital) account. The process takes approximately 14 to 21 days excluding holidays and weekends.

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