Existing Trusts and the 24-Month Deadline: A Transition Checklist for Kenyan Trustees

If your family, charity or business already has a trust, the Trust Administration Act, 2026 affects it from 25 September 2026. The Act repeals the Trustees (Perpetual Succession) Act and the Trustee Act (section 99(1)), but it does not dissolve existing trusts. Instead, it gives them a transition period. This checklist sets out what existing trustees need to do within the 24-month deadline, and in what order.

What the transition provisions say

Section 99(2) deals with existing trusts in four ways:

• A trust incorporated under the repealed Trustees (Perpetual Succession) Act, or created by registering its deed under the Registration of Documents Act, is deemed to be a trust under the new Act.
• All existing trusts must comply with the Act within 24 months of its coming into effect, or such time as the Registrar directs.
• The trust’s existing rights, powers, liabilities and duties carry over.
• Existing settlors, trustees, beneficiaries and enforcers are deemed to hold those roles under the new Act.

Separately, trusts incorporated before commencement must lodge their register of beneficial owners within 24 months (section 66(2)), which the Registrar may extend (section 66(3)). The Registrar may also issue new certificates of incorporation and recall certificates issued under the repealed Act (section 99(3)).

Twenty-four months sounds generous. It is not, once you allow for tracing documents, amending deeds, replacing trustees and waiting for the Attorney-General’s Regulations, which will set out many of the forms and fees (section 96). Start early.

The transition checklist

1. Establish how your trust was constituted

Find the original trust deed and any amendments, and confirm whether the trust was incorporated under the old Act, registered under the Registration of Documents Act, or never registered at all. An unregistered written trust is the most exposed: under section 5, a written trust must be registered or incorporated and is not enforceable until it is. Our guide to registered and incorporated family trusts explains the two routes.

2. Classify the trust

Decide which category it falls into: charitable (section 8), non-charitable purpose (section 9) or family trust (section 10). The category drives the rules. A family trust, for example, must be a non-trading entity, so a trust that currently runs a business directly may need restructuring, often by moving the business into a company owned by the trust.

3. Check your trustees

Charitable and purpose trusts need at least three individual trustees or one corporate trustee; a family trust needs at least one (section 11). Where trustees are individuals, at least one must be a Kenyan citizen or resident (section 11(3)). Check every trustee against section 36, which requires trustees to be over 18 and disqualifies, among others, a disqualified company director, an undischarged bankrupt and a person convicted of corruption or an economic crime. A corporate trustee must be licensed (section 2) and must have a local contact person who is a natural person resident in Kenya (section 36(4)); section 36(3) also refers to a company whose main object is providing trustee services, though its conditions are drafted as alternatives. Replace or add trustees where needed, using the appointment provisions in sections 37 and 38.

4. Review the deed against section 23

Older deeds often lack what the Act now requires, such as a process for appointing and removing trustees, a clear description of the beneficiaries or class of beneficiaries, and the trustees’ written acceptance. Also check whether the deed contains an express power of revocation, because a trust without one is irrevocable (section 7). A deed of variation may be needed before registration.

5. Build the register of beneficial owners

Every trust must compile and keep a register of beneficial owners (section 65) and lodge a copy with the Registrar (section 66). Later changes must be lodged within 21 days (section 67), and records kept for seven years after a person ceases to be a beneficial owner (section 68). Collecting identity and residence details from every settlor, trustee, beneficiary and enforcer takes time, particularly where family members live abroad.

6. Register, incorporate or update with the Registrar

Once the deed and register are in order, lodge the application with the Registrar of Trusts, an office within the Business Registration Service (section 77). If an enforcer has been or will be appointed, the Registrar must be notified within 21 days of appointment (section 14(2)).

7. Put records and annual compliance in place

Section 63 lists the records a trust must keep for at least seven years, including its certificate, the deed and amendments, a list of trust property and copies of filings. Annual returns are due within 30 days of each anniversary of registration or incorporation, with a KES 3,000 penalty for each year of default (section 75). Consider appointing a trust agent, an advocate, certified secretary or certified accountant, to handle lodgements (section 76).

8. Check title to trust assets

Confirm that land, shares and accounts are actually held in the name of the trust or its current trustees. Assets often remain in a founder’s personal name years after a deed was signed, and those assets may not be trust property at all.

What happens if you miss the deadline?

Failure to lodge the beneficial ownership register attracts an administrative penalty of KES 10,000 for an individual trustee or KES 20,000 for a corporate trustee (section 66(4)). Where a trust breaches the beneficial ownership provisions, the Registrar can issue a directive and, if it is ignored, move to disqualify the trustees (section 69). Lodging false or misleading information is an offence carrying a fine of up to KES 1 million, imprisonment of up to two years, or both (section 92). For a written trust, the larger risk is enforceability: until it is registered or incorporated, section 5 leaves it unenforceable.