The “Contact Person” Rule: The Compliance Role Most Private Companies in Kenya Don’t Know They Need

The contact person rule in section 243A of the Companies Act, 2015 requires a private company, or a company limited by guarantee, that has neither a company secretary nor a resident director to appoint a contact person. The contact person must be a natural person with a permanent residence in Kenya, and the company must tell the Registrar who that person is. It is a record-keeping and availability role, and it catches companies that many owners assume are fully compliant, including foreign-owned subsidiaries with an entirely non-resident board. The contact person rule carries criminal penalties for the company and its officers if it is ignored.

Who the contact person rule catches

Section 243A(2) applies to a private company or a company limited by guarantee that does not have a company secretary or a resident director. Both conditions must be true before the obligation arises. A company with a company secretary, or with a director who is resident in Kenya, does not need a contact person.

The company secretary point matters because a secretary is not compulsory for most small companies. Section 243(1) says a private company is required to have a secretary only if it has a paid-up capital of five million shillings or more, and section 243A(1) lets a private company with paid-up capital below that figure, or a company limited by guarantee, appoint one voluntarily. Many smaller private companies therefore have no secretary, and where the owners live abroad they also have no resident director. That describes foreign-owned subsidiaries, diaspora-founded companies and holding structures with an entirely non-resident board more often than founders expect.

The section does not define “resident director” in its own text, so if your board is made up of people who split their time between Kenya and abroad, confirm whether a director counts as resident before relying on that route.

What the contact person must do

The contact person must be a natural person with a permanent residence in Kenya (section 243A(2)(a)). The company must lodge with the Registrar a notice of the appointment, specifying the person’s name, residential address and any other prescribed particulars (section 243A(3)).

Under section 243A(4), the contact person must keep a copy of the record relating to directorship, shareholding, beneficial ownership and any other information the company is required to keep under the Act, and make those copies available to competent authorities and the Registrar. The section describes a compliance and record-keeping function and does not give the contact person authority to manage the company. A contact person who fails to comply with these duties commits an offence and is liable on conviction to a fine not exceeding KES 500,000 (section 243A(5)), which is why the role should be accepted with its duties understood.

The company has ongoing filing duties too. Within fourteen days after the contact person dies, resigns or otherwise ceases to act, the company must lodge a notice naming the replacement, and it must lodge a notice of any change in the contact person’s residential address in Kenya within the same period (section 243A(6)). For companies registered before the provision took effect, section 243A(2)(b) required a notice of the appointment within sixty days of the provision coming into force.

The duties in section 243A(4) show what the contact person rule is for. Someone physically present in Kenya must hold the company’s ownership and directorship records, including beneficial ownership information, so that the Registrar and competent authorities can reach them. A company that cannot answer the question of who that person is has a gap in its compliance file.

Penalties for ignoring the contact person rule

If a company does not comply with section 243A(2), the company and each officer in default commit an offence and are each liable on conviction to a fine not exceeding KES 500,000 (section 243A(7)). If the failure continues after a conviction, a further offence is committed on each day it continues, with a fine not exceeding KES 50,000 for each such offence (section 243A(8)). The Registrar may also give directions to a company in breach, specifying the requirement breached, the action required and a deadline of fourteen days to comply (section 243A(9)).

The simplest way to avoid the obligation

The requirement applies only where the company has neither a company secretary nor a resident director. Appointing either one removes the need for a separate contact person. For many companies with an entirely foreign board, adding a Kenya-resident director is the simpler route because it puts genuine local oversight into the company and not just a record-keeping role. That choice has other consequences, including immigration and liability questions, which our article on resident and nominee directors covers. For the broader minimum rules on board size, see our guide on how many directors a Kenyan company needs.

A short checklist for your company

• Check whether the company has a company secretary or a director resident in Kenya.
• If it has neither, choose a natural person with a permanent residence in Kenya and confirm they understand the record-keeping duties.
• Lodge the notice of appointment with the Registrar, with the contact person’s name and residential address.
• Give the contact person current copies of the directorship, shareholding and beneficial ownership records.
• Diarise the fourteen-day deadline to notify the Registrar if the contact person changes or moves.