A company secretary plays an important role in corporate compliance and governance in Kenya. Learn about company secretary requirements, qualifications, duties, appointment, fees and ongoing responsibilities, including when your business needs one and how professional company secretarial services can help keep your company compliant.
Running a company in Kenya involves more than registering a business and obtaining a Certificate of Incorporation. Once a company is established, directors must also ensure that its statutory records, filings, governance processes and regulatory obligations remain up to date.
This is where a company secretary in Kenya plays an important role.
A company secretary helps a company meet its statutory and corporate governance obligations, maintain proper records and ensure that important changes are correctly documented and filed with the Business Registration Service (BRS).
But does every company in Kenya need a company secretary? What qualifications are required? What does a company secretary actually do, and how much do company secretarial services cost?
We’ve put together this guide explaining what Kenyan business owners and directors need to know about company secretaries, including their legal requirements, responsibilities, appointment process and the value of professional company secretarial services.
What Is a Company Secretary in Kenya?
A company secretary is a professional responsible for supporting a company’s statutory compliance, corporate governance, and administrative requirements.
The role goes well beyond taking meeting minutes or handling administrative tasks. A competent company secretary helps directors understand and meet their statutory obligations while ensuring that the company’s records and filings are properly maintained.
For a growing business, this can include keeping statutory registers, preparing corporate resolutions, coordinating board and shareholder meetings, handling changes to company particulars and ensuring required documents are lodged with the Registrar of Companies.
At Ultimus Advisory, we approach company secretarial work as part of a company’s wider compliance framework. The objective is not simply to submit forms when a change occurs, but to help businesses maintain accurate corporate records and remain compliant as their operations evolve.
Is a Company Secretary Required in Kenya?
Not every company in Kenya is legally required to have a company secretary. Under Section 243 of the Companies Act, 2015, a private company must have a company secretary if its paid-up share capital is KES 5 million or more.
A private company with paid-up capital below this threshold may choose to appoint a company secretary, even though the appointment is not mandatory. Public companies have a different requirement. Section 244 provides that every public company must have at least one company secretary.
This means that a business should not assume that incorporation automatically means a company secretary is required. The requirement depends, among other things, on the company’s legal structure and paid-up capital.
Who Can Be a Company Secretary in Kenya?
The qualification requirements depend on the type of company.
For a public company, the Companies Act requires the directors to take reasonable steps to ensure that the secretary has the requisite knowledge and experience to perform the role and holds a practising certificate issued under the Certified Public Secretaries of Kenya Act.
Professional company secretaries in Kenya are regulated through the relevant professional and statutory framework. The Registration of Certified Public Secretaries Board (RCPSB), for example, is responsible for registering qualified secretaries and issuing practising certificates to eligible secretaries who provide services to the public.
A company looking for a company secretary should therefore consider more than whether an individual can complete a BRS form. Relevant professional qualifications, practical experience, knowledge of company law, corporate governance expertise, and current regulatory awareness are all important.
What Are the Duties of a Company Secretary in Kenya?
The specific responsibilities will depend on the company’s structure, articles of association, and the scope of the engagement. However, company secretarial services in Kenya commonly cover several important areas.
1. Statutory compliance and filings
One of the central responsibilities is helping the company meet its statutory filing obligations. This may include assisting with annual returns and notifications of changes to company directors, particulars, shareholders, or company secretary details.
Late or inaccurate filings can create unnecessary compliance problems. A company secretary helps ensure that corporate changes are properly documented before the relevant information is submitted to the Registrar.
2. Maintaining company records
Depending on the company and its circumstances, these can include registers relating to members, directors, secretaries and beneficial ownership, as well as minutes, resolutions, and other statutory documents.
Keeping these records accurately is particularly important when a company needs to demonstrate its ownership, directorship, or corporate history to a bank, investor, regulator, potential partner or other third party.
3. Board and general meetings
A company secretary can support the organization and documentation of board meetings and general meetings. This can involve preparing notices, coordinating meeting documentation, recording minutes, and maintaining resolutions.
Good corporate governance is not simply about holding meetings. It is also about creating a reliable record of decisions and demonstrating that those decisions were made through the appropriate corporate processes.
4. Preparing corporate resolutions
Many company decisions need to be formally documented. A company secretary may assist with preparing board or shareholder resolutions relating to matters such as changes in directors, shareholding changes, appointment of officers, changes to company particulars, transfer of shares, and other corporate decisions. Proper documentation creates a clear corporate trail and can make subsequent regulatory filings much easier.
5. Changes to company particulars
Businesses change over time. A company may appoint a new director, change its registered office, alter information relating to its company secretary or make changes to its shareholding. A company secretary can help identify the documents required, prepare the necessary resolutions, and ensure that the relevant changes are submitted to the Registrar.
6. Corporate governance support
A company secretary can also serve as an important governance resource for directors. This may include advising on meeting procedures, maintaining corporate records, documenting decisions, and helping the board understand its statutory responsibilities. For larger companies, the role can become significantly more involved, particularly where there are multiple directors, shareholders, committees, investors, or regulatory requirements.
How to Appoint a Company Secretary in Kenya
Appointing a company secretary in Kenya involves more than selecting someone to fill the position. The appointment should be properly authorised, documented and reflected in the company’s records and filings with the BRS.
Step 1: Confirm the Need for a Company Secretary
First, establish whether your company is legally required to have a company secretary. Public companies must have a company secretary, while a private company is required to appoint one where its paid-up share capital is KES 5 million or more. A private company below this threshold can also choose to appoint a secretary voluntarily. The company should also consider the appropriate qualifications for the person being appointed.
Step 2: Pass a Board Resolution
The directors should formally approve the appointment through a board resolution. The resolution should clearly record the decision to appoint the named individual or firm as company secretary and, where applicable, set out the terms of the appointment. Keep a signed copy of the resolution with the company’s statutory records. It provides evidence that the appointment was properly authorised.
Step 3: Obtain the Secretary’s Consent to Act
The proposed company secretary should provide the necessary written consent to act. This confirms that the person or professional entity has agreed to take up the appointment and provides an important record for the company’s files.
Before proceeding, the company should also verify any applicable professional qualifications and practising requirements, particularly where the law requires the secretary to be professionally qualified.
Step 4: Prepare the Required BRS Documentation
Once the appointment has been approved and the secretary has consented to act, prepare the information required for filing with the BRS. For the appointment of a company secretary, the relevant filing is generally made using Form CR10. The information submitted should correspond with the company’s records and the secretary’s identification and professional details, where applicable.
Step 5: File the Appointment with the Registrar
The company can then submit the appointment through the BRS platform and pay the applicable government filing fee. After submission, retain the filing acknowledgement or confirmation issued by BRS.
This provides evidence that the company’s records have been updated following the appointment. It is important to distinguish the BRS filing fee from the professional fee charged by a company secretary or advisory firm. They are separate costs.
Step 6: Update the Company’s Statutory Records
The final step is to ensure that the appointment is properly reflected in the company’s internal records. The company should retain:
- The board resolution approving the appointment
- The secretary’s written consent
- Copies of the relevant BRS filing
- The BRS confirmation or acknowledgement
- Any other documents relating to the appointment
Keeping these records together makes it easier to demonstrate the company’s compliance and maintain an accurate corporate history.
Which Company Secretary Forms Are Used in Kenya?
When appointing a company secretary or updating the Registrar’s records, the appropriate BRS form depends on the change being made. Using the correct form helps ensure that the company’s information at the BRS remains accurate and up to date. The main company secretary forms include CR10, CR11, CR12, and CR13:
| Form | What It’s Used For | When You Need It | Cost (KES) |
| CR10 | Notice of appointment of a company secretary and the secretary’s particulars | When a company appoints a new company secretary | 550 |
| CR11 | Notice of change of a secretary’s particulars, other than address | When details such as the secretary’s name or other recorded particulars change | 550 |
| CR12 | Notice of residential address or change of residential address of a company secretary | When the secretary’s residential address needs to be registered or updated | 550 |
| CR13 | Notice of cessation from office of a company secretary | When a company secretary resigns, is removed or otherwise ceases to hold office | 550 |
The official forms are available through the BRS’s Companies Registry. You can access the current forms through BRS Companies Registry Forms.
What Should You Look for When Choosing a Company Secretary?
Price should not be the only consideration when choosing a company secretary in Kenya. A good provider should demonstrate:
- Knowledge of Kenyan company law: Company secretarial work requires an understanding of the Companies Act, BRS procedures and other relevant regulatory requirements.
- Professional qualifications: Particularly for companies that are legally required to have a qualified secretary, verify the relevant professional credentials and practising status.
- Practical experience: Look for a provider who understands how corporate changes, filings, resolutions and statutory records work in practice.
- Attention to detail: Small errors in company records or filings can create unnecessary delays and compliance issues.
- Clear communication: Your company secretary should be able to explain what needs to be done, why it is required and when it needs to be completed.
- Proactive compliance support: The best company secretarial relationship is not purely reactive. Your adviser should help identify upcoming obligations and corporate actions that require attention.
Why Choose Ultimus Advisory for Company Secretarial Services in Kenya?
Company secretarial compliance is easy to overlook when you are focused on sales, employees, customers and growth. However, maintaining accurate corporate records and meeting statutory obligations is an important part of running a properly structured company.
At Ultimus Advisory, we help businesses navigate company registration and ongoing business compliance in Kenya. Our approach is designed to make regulatory processes easier to understand and manage, while allowing business owners to focus on their core operations.
Whether you need assistance with company compliance, corporate records, statutory filings or changes to your company’s structure, professional guidance can help you avoid unnecessary administrative complications.
Our wider business advisory work is focused on streamlining company registration and business compliance in Kenya, with support designed around the practical requirements businesses face when dealing with regulatory processes.
Get in touch with Ultimus Advisory to discuss your company’s compliance and company secretarial requirements.
FAQs
Is a company secretary mandatory in Kenya?
Not for every company. Every public company must have at least one company secretary. A private company is required to have one where its paid-up capital is KES 5 million or more. Private companies below that threshold may appoint a secretary voluntarily.
What does a company secretary do?
A company secretary can assist with statutory filings, corporate records, meetings, resolutions, changes to company particulars and corporate governance. The exact scope depends on the company and the professional engagement.
What qualifications does a company secretary need in Kenya?
For a public company, the secretary must have the requisite knowledge and experience and hold a practising certificate issued under the Certified Public Secretaries of Kenya Act.
Can a private company have a company secretary?
Yes. A private company below the KES 5 million paid-up capital threshold may voluntarily appoint a company secretary.
