Lumumba Lena Owano
Kenya's beneficial ownership regime requires companies to look beyond their registered shareholders and identify the natural persons who ultimately own or control them. Introduced through the Companies Act, 2015 and the Companies (Beneficial Ownership Information) Regulations, 2020, it is part of Kenya's wider effort against money laundering and illicit financial flows.
Who is a beneficial owner?
Broadly, a beneficial owner is a natural person who, directly or indirectly, holds at least 10% of the company's issued shares or exercises at least 10% of its voting rights, among other forms of significant influence or control such as the right to appoint or remove a director.
What companies must do
The core obligations are to:
- Take reasonable steps to identify every beneficial owner
- Keep a register of beneficial owners at the company
- Lodge a copy of the register with the Registrar of Companies
- Notify the Registrar of any change within 14 days by filing an amended register
Confidentiality
Beneficial ownership information lodged with the Registrar is not available to the general public, although it is accessible to competent authorities. A beneficial owner may consent in writing to disclosure.
Why it matters in practice
Non-compliance can delay transactions, bank account openings and regulatory approvals, and expose the company and its officers to penalties. The regulations have been amended since 2020, including in 2022 and 2023, so companies with layered or offshore structures should review their filings carefully.
We help companies trace ownership through holding structures, prepare and file registers, and keep filings current after share transfers and restructurings.
Sources
This article is general information on Kenyan law as at its publication date and is not legal advice.
