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Representatives of the Committee met with the Registrar General, Mr. Kenneth Gathuma, the Registrar of Companies Ms. Joyce Koech  and representatives from ICPSK and various Nairobi practitioners on 24th November 2017. The Registrar communicated that the digitization of Company records and creation of profiles on E-citizen were on course to be completed by the end of November 2017. Upon the completion of this process, 3rd parties will be able to access the Companies’ profiles and request and obtain CR12 forms of companies digitally.

Among the key resolutions reached at the Meeting were that:

  • Users/Practitioners facing persistent linkage challenges on the E-citizen and E-business platforms should forward their matters to the Business Registration Service (E-Citizen Administrators) at the Companies Registry to be addressed on a case by case basis.
  • Advocates were advised to provide clear particulars of proposed directors and shareholders of companies so as to ease the verification and vetting of the companies officials by the National Intelligence Service and expedite the approvals for registration of said companies.
  • The Registrar indicated that the Business Registration Service is considering a proposal to provide limited duration of amnesty to enable non-compliant companies comply with filing of Annual Returns for past years. The Branch is following up and will communicate to members when the amnesty is initiated.
  • It was agreed that the BRS would ensure that system updates on E-citizen take into account various practicality issues such as the existence of different classes of shares so as to ease processes such as online applications for alteration of companies’ shares.
  • It was agreed that there is need for the Registry to consistently implement the concurrent registration of companies and issuance of NSSF, NHIF and KRA PINs. Practitioners had expressed concern over instances where companies were issued with Certificates of Incorporation without the allocation of PIN Numbers and that this has presented various challenges in trying to obtain the PIN Numbers after registration.
  • The Registrar General undertook to bring the registration issues connected to issuance of PIN No.s for companies with foreign/unregistered directors to the attention of KRA. This was noted to be a complex policy issue requiring cross-agency coordination and cooperation.
  • It was indicated that the processes of registration of foreign Branches of Companies would be streamlined by the Companies Registry.
  • It was noted that there is no legal requirement for a letter of resignation when change of directors is to be effected. The Registry staff would therefore review documents presented on a case by case basis and approve applications for change of directors as appropriate.
  • The Branch presented a proposal that a liaison person/State Counsel with reasonable authority be stationed at the Registry to be available on call so as to support advocates in unclear cases where immediate approvals or clarifications are required
  • It was agreed that practitioners should send ongoing challenges faced in interaction with the Registry and in the implementation of  various commercial statutes to the Branch for onward systematic transmission to the Registry/Business Registration Service (BRS); and subsequent follow up by the BranchThe Branch will periodically compile a Memo on ongoing challenges and engage the Companies Registrar to resolve these issues.
  • The BRS is in the process of identifying and compiling matters requiring legislative reform and initiating their review through the Office of the Attorney General and Parliamentary action where necessary. These include the necessary provisions for the creation of a Register of Petitions for the Companies under the High Court Organization and Administration Rules.

The Committee shall have its next meeting on 19th January 2018.

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  1. The committee agreed that it was prudent to pursue greater inclusion of lawyers in the formulations and implementation of the new Companies Act and the ongoing Rules thereto to promote awareness and compliance
  2. Committee came up with proposals for the upcoming statutes and Rules including:
  • Proposals for effective implementation of the Companies Act
  • Proposals for the Companies Rules which were under formulation
  • Proposals for the Marriage Regulations: Customary Law Marriages, Kadhi’s Courts and general proposals for amendment of the Marriage Act
  • Movable Property Security Rights Bill
  • Proposals on repeal of the Hire Purchase Act
  • Incorporation of lawyers as Insolvency practitioners under the Insolvency Act
  1. The Registrar General informed members that once you register a company you instantly get the CR12. Members were encouraged to register an E-Citizen account or E-Business account.
  2. The committee maintains a regular and robust communication structure between itself and the Registry.