Since 2019, every company registered in Kenya has been required to keep a register of its beneficial owners. Most businesses filed something once, when the Business Registration Service ran its compliance push in late 2024, and then never touched it again. That second part is the problem. This is not a one-time filing. It is an ongoing obligation, and the Registrar has now shown it is willing to strike non-compliant companies off the register entirely.
Where this obligation actually comes from
Section 93A of the Companies Act, 2015 requires every company to keep a register of its beneficial owners, meaning the natural persons who ultimately own or control it, even where their names never appear on the share register because they hold their interest through another company or a nominee. The Companies (Beneficial Ownership Information) Regulations, 2020 set out how that register is prepared and filed. On 17 October 2024, the Registrar issued Directive No. 1 of 2024 requiring all private companies to file a copy of their register with the Registrar by 30 November 2024, a deadline that has now passed.
The enforcement is real, and it has already started
On 11 April 2025, the Deputy Registrar published a list of companies believed to be inactive or non-operational, using two grounds under section 894 of the Companies Act: persistent failure to file annual returns and financial statements for five years or more, and failure to lodge the register of beneficial owners despite the earlier directive. Companies on that list had thirty days to confirm they were active and submit all outstanding filings, including the register, or face a Gazette notice and eventual striking off. This is not a hypothetical risk. It is a live enforcement track the Registrar has already used.
The part most companies miss: it does not end with the first filing
A company must lodge an amendment to its beneficial ownership register within 14 days of any change, a new investor coming in, a shareholder increasing their stake past a control threshold, a change in who ultimately directs the company. Most businesses treated the 2024 deadline as a box to tick once and have not touched their register since, even where their ownership has genuinely changed. Because this is a rolling obligation rather than a static filing, a company that was fully compliant in November 2024 can easily be non-compliant today without anyone at the company realising it.
What actually counts as a beneficial owner
A beneficial owner is the natural person who ultimately owns or exercises control over the company, whether directly or indirectly, through shareholding, voting rights, the right to appoint or remove directors, or other means of significant influence. Where a company is owned through a chain of other companies or trusts, the analysis has to trace through that chain to the actual individuals at the end of it, not stop at the first corporate shareholder on the register.
What to actually check right now
Confirm your company’s beneficial ownership register was actually filed with the Registrar, not just prepared internally. Confirm it still reflects your actual ownership today, not your ownership as it stood in 2024. If anything has changed since your last filing and you have not lodged an amendment, you are currently out of compliance regardless of what you filed originally. Given that the consequence now includes being struck off the register entirely, this is worth confirming directly rather than assuming it was handled once and forgotten.
