Keep your corporate legal status active, file annual company returns, and manage registry updates on the Business Registration Service (BRS) portal seamlessly.
Protect Your Company Status and Maintain Registry Compliance
In Kenya, company registry compliance is governed by the Companies Act, 2015, under the Business Registration Service (BRS). Every registered company—whether a limited liability company, a company limited by guarantee, or a branch of a foreign entity—is legally required to file its Annual Returns. Failing to file these returns on the eCitizen BRS portal leads to daily late penalties, difficulty in transferring shares, and eventually, the company being struck off the register by the Registrar of Companies.
Numeriq Solutions handles your corporate registry filings end-to-end. We manage the preparation and submission of your annual returns, track critical filing anniversaries, and coordinate mandatory updates such as Beneficial Ownership declarations, changes in company directorship, and modifications to share capital. Our corporate secretarial and accounting professionals ensure that your legal structures remain active, compliant, and ready for commercial transactions.
What Our BRS & Annual Returns Service Includes
Our company registry compliance service is designed to keep your entity in perfect standing with the Business Registration Service:
Annual Return Submissions: Compiling and filing your company's annual return on the BRS eCitizen portal, verifying details of directors, shareholders, share capital, and registered office.
Beneficial Ownership (BO) Filing: Preparing and submitting Beneficial Ownership disclosure forms in accordance with the Companies (Beneficial Ownership Information) Regulations, 2020.
Directorship & Shareholder Updates: Handling structural changes including appointment/resignation of directors, transfer of shares, allotment of new shares, and updating the company's registry records.
Registered Office Updates: Preparing and filing changes to your company’s physical and postal address, ensuring official KRA and BRS communications arrive correctly.
Company Search (CR12) Facilitation: Generating official CR12 searches from the registry, which are required for bank account openings, corporate tenders, and financing rounds.
Corporate Compliance Tracking: Monitoring your company's anniversary dates and notifying you in advance of annual filing requirements to prevent late-filing fees.
Company Liquidation & Deregistration: Providing professional support for companies wishing to wind up operations or deregister their corporate entities in Kenya.
Who This Service Is For
This service is essential for directors and legal representatives of companies registered in Kenya:
Private Limited Companies: Local startups and SMEs that must file annual returns within 30 days of their incorporation anniversary to avoid penalties.
Foreign Branches & Subsidiaries: International firms operating local offices in Kenya that require local secretarial support to file financial statements and returns.
Tendering Businesses: Companies that regularly participate in government and private tenders, where an active status and an up-to-date CR12 certificate are mandatory.
Directors Prepping for Mergers: Business owners negotiating equity sales, corporate restructuring, or investment rounds that require perfect registry files.
How Our Process Works
Our team coordinates all BRS filings smoothly with direct liaison with the registry:
Entity Review: We perform a company search to verify your current status, listed directors, share distribution, and when your last annual return was filed.
Information Verification: We send you a brief checklist to confirm if there have been any changes in directors, shareholders, physical address, or beneficial owners.
Document Drafting: Our specialists draft the BRS annual return form, beneficial ownership schedules, and any necessary resolutions.
Portal Filing: We upload the documents to the eCitizen BRS platform, process the statutory payments, and track the application.
Compliance Receipt: Once the registry approves the filing, we download the official submission receipt and your updated CR12 search document for your records.
Frequently Asked Questions
Under the Companies Act, 2015, a company must file its annual returns within 30 days of the anniversary of its incorporation. The return summarizes the company's corporate structure as of the filing date.
A CR12 is an official certificate issued by the Registrar of Companies in Kenya that details the ownership and directorship structure of a company. It outlines the names of directors, shareholders, share allotment, and any debentures or charges registered against the company's assets. It is required for bank account opening, loans, and bids on government contracts.
The Beneficial Ownership Regulations require companies to identify and register individuals who ultimately own or control more than 10% of the company's shares or voting rights, or who exercise significant influence over the company's management. This information is submitted via eCitizen and is kept confidential within the registry database.
Failure to file annual returns results in the company being flagged as non-compliant on the BRS database. The registry levies daily late penalties on the company and its officers. Additionally, the company cannot execute changes like appointing new directors or transferring shares, and KRA compliance certificates may be withheld. Continued non-compliance can lead to the registry striking the company off the register entirely.