An omnibus statute quietly rewrote what every company and LLP in Kenya must record, lodge and keep. Many entities registered before 2023 are still not compliant.
The Anti-Money Laundering and Combating of Terrorism Financing Laws (Amendment) Act, 2023 was enacted on 1 September 2023 and took effect on 15 September 2023. It is an omnibus statute — it amends a number of existing laws rather than creating a single new regime — and that structure is precisely why its effect on ordinary companies has been underestimated.
What entities must now maintain
Companies and limited liability partnerships, both local and foreign, are required to maintain and lodge with the Registrar:
- a register of beneficial owners;
- a register of nominee directors, in the case of companies; and
- a register of nominee partners, in the case of LLPs.
For newly registering entities these form part of the pre-registration documentation. Entities that already existed when the Act came into force were given 60 days to lodge, with the possibility of applying for a further 30 days. Where any of these documents is amended, the Registrar must be notified within 14 days.
There is also a retention obligation that is easy to miss: where a person ceases to be a beneficial owner, the entity must keep the records relating to that person for a further ten years. Removing someone from the register does not entitle you to delete their history.
The resident-presence requirement
The Act introduced a requirement that catches a large number of small Kenyan companies. Private companies with paid-up capital below KES 5,000,000 must now appoint either a company secretary, a resident director, or a contact natural person with permanent residence in Kenya.
In our experience this is the provision most often overlooked. A small company with two directors, at least one of whom lives outside Kenya, may be non-compliant without anyone having noticed a change. The requirement exists so that there is always an identifiable person within the jurisdiction who can be reached about the entity's affairs.
Why beneficial ownership is being pursued so firmly
Beneficial ownership transparency sits at the centre of Kenya's response to international assessment of its anti-money laundering framework. The Proceeds of Crime and Anti-Money Laundering Act establishes the Financial Reporting Centre and designates categories of reporting institutions. Advocates were brought into that regime in 2021, and their obligations were revisited in subsequent amendments — which is why your legal advisers now ask identity and source-of-funds questions that they did not ask a decade ago.
For companies, the significance is that ownership information is no longer something disclosed only when a regulator asks. It is a standing filing obligation, and gaps in it are visible on the register.
Practical steps
- Audit the register you actually filed. Many entities lodged something in late 2023 to meet the deadline and have not looked at it since. Share transfers, new nominee arrangements and changes in control since then all require notification within 14 days.
- Trace ownership through the chain. Beneficial ownership means the natural person who ultimately owns or controls the entity. Where a Kenyan company is held by an offshore holding company, the register must look through to the individuals behind it.
- Check the resident-presence position if your paid-up capital is below the threshold.
- Build the retention rule into your record management so that historical beneficial owners are archived rather than deleted.
Our view
Directors sometimes treat these filings as registry housekeeping. They are not. Non-compliance carries penalties, and more practically it surfaces at the worst possible moment — during due diligence on a transaction, when opening a banking relationship, or when a counterparty runs its own AML checks on you. A company that cannot produce a clean, current beneficial ownership record will find transactions delayed while it reconstructs one. The work is far cheaper done in advance.
Sheldon Atamba
Partner — Corporate & Commercial LawSheldon's practice spans high-stakes litigation and commercial advisory, with particular depth in corporate structuring, joint ventures and data protection.
