Annual returns in Kenya keep your company’s official records up to date with the Business Registration Service. Learn when annual returns are due, what information you need to file, the current costs, what happens when you miss deadlines, and how timely compliance can help protect your company from strike-off.
Annual returns in Kenya are a statutory filing that every registered company must make with the Registrar of Companies to keep its corporate information up to date. They are separate from tax returns and remain necessary even when a company has had little or no business activity during the year.
The filing is made through the Business Registration Service (BRS) using the CR29 form. The return records information such as the company’s directors, shareholders, registered office, share capital and other prescribed details. Knowing the correct filing date and keeping the company’s records updated can help you avoid penalties, compliance problems and eventual strike-off.
What Are Annual Returns in Kenya?
An annual return is a yearly statutory update submitted by a company to the Registrar of Companies. It gives BRS a current snapshot of the company’s ownership, management, registered office and other corporate information.
Section 705 of the Companies Act requires every company to submit successive annual returns to the Registrar. The requirement applies whether the company is actively trading, dormant, profitable, loss-making or has not started operations.
The filing is not the same as submitting a tax return to KRA. Annual returns deal with corporate information and are filed with BRS, while tax returns deal with the company’s tax obligations and are filed with KRA.
Who Is Required to File Annual Returns?
The annual return requirement applies broadly to companies registered under the Companies Act. Private limited companies, public companies, companies limited by guarantee and unlimited companies have ongoing filing obligations.
Having a single shareholder and director does not remove the requirement. A small private company has the same basic obligation to keep its BRS record current as a much larger company.
Foreign companies registered to operate in Kenya also have their own statutory filing obligations, so the compliance position should be checked according to the entity’s specific registration.
What About Newly Registered Companies?
A newly incorporated company should pay close attention to its first filing date rather than assuming that registration creates an immediate annual return deadline.
The company’s return date is generally the anniversary of its incorporation. Where a previous annual return was made up to a different date, the anniversary of that return date becomes the relevant return date. The completed annual return must then be lodged within 28 days after the date to which it is made up.
For example, if a company was incorporated on 15 August, its return date will generally fall on 15 August each year. The company then has 28 days to lodge the annual return.
When Should You File Annual Returns in Kenya?
The deadline is based on the company’s return date, not simply the end of the calendar year. Under section 705, the return date is:
- The anniversary of the company’s incorporation; or
- The anniversary of the date on which its previous annual return was made up, where that date differs from the incorporation anniversary.
The annual return must be filed within 28 days after the date to which the return is made up. This means companies do not all have the same annual returns deadline. Your incorporation date and previous filing history determine when your next return is due.
What Is the CR29 Form?
CR29 is the prescribed annual return form used for companies in Kenya. BRS lists CR29 as the annual return under section 705 of the Companies Act. The form captures information that allows the Registrar to establish whether the company’s records remain accurate.
Depending on the company type, the return covers information such as the company’s:
- Registered office and postal address
- Principal business activities
- Directors and, where applicable, company secretary
- Share capital
- Shareholders
- Company type
- Beneficial ownership information and related changes
- Other prescribed corporate information
The CR29 should reflect the company’s position as at the relevant return date. It should not be used as a substitute for separate filings required when a company changes its directors, registered office, shareholders or other particulars.
What Information Is Included in Annual Returns?
The information required depends partly on the company’s structure, but the return is designed to give the Registrar an up-to-date picture of the company.
Company and Registered Office Details
The return identifies the company by its registered name and registration number and records its registered office and other required address details. If the registered office has changed, that change should be dealt with through the appropriate BRS filing rather than simply inserting the new address into the annual return. The CR29 guidance specifically notes that the annual return should not be used to notify changes to the registered office.
Directors and Company Secretary
The return records the company’s directors and, where applicable, its company secretary. The details should match the company’s records at the relevant return date. If a director was appointed or ceased to hold office during the year, the appropriate change should have been filed separately with BRS.
Shareholders and Share Capital
For companies with share capital, the annual return provides information about issued shares, share classes and shareholders. This makes it particularly important to reconcile the company’s internal register of members with the information held at BRS before submitting the return.
Beneficial Ownership Information
Annual compliance also intersects with the company’s beneficial ownership obligations. Companies are required to maintain beneficial ownership information, and BRS has been actively enforcing these requirements.
In an October 2024 public notice, the Registrar reminded companies that failure to comply with beneficial ownership requirements can lead to enforcement action and that failure to file annual returns for five years can result in a company being treated as not carrying on business and subsequently struck off.
Annual returns should therefore form part of a wider corporate compliance review rather than being treated as an isolated form.
How to File Annual Returns in Kenya Through eCitizen
The process is handled through the BRS platform on eCitizen. Before starting, make sure the company’s corporate information is current so you are not trying to correct several records through one filing.
Step 1: Log Into eCitizen
Access your eCitizen account and open Business Registration Service. The company must be linked to the account being used to manage its BRS filings.
Step 2: Select the Company
Choose the company profile for which the annual return is being filed. Check the company name and registration number carefully before proceeding. Filing against the wrong company profile can create unnecessary complications.
Step 3: Select Annual Returns
Navigate to the company maintenance or filing services and select the option for Annual Returns. The system will provide the relevant filing workflow and the return period that needs to be addressed.
Step 4: Complete the CR29
Provide the information requested in the CR29 and ensure it agrees with the company’s current records. Pay particular attention to directors, shareholders, registered office details, share capital, and the company’s principal business activities. If there has been a corporate change that has never been filed, deal with that change through the correct BRS process rather than attempting to hide it within the annual return.
Step 5: Review and Sign
Check the completed return before submission. The prescribed form requires the annual return to be signed by a director or company secretary, as applicable. A careful review at this stage can prevent queries caused by simple inconsistencies in names, dates, or company particulars.
Step 6: Pay and Submit
Proceed with the applicable payment through eCitizen and submit the return for processing. Keep evidence of the payment and submission for the company’s statutory records.
How Much Does It Cost to File Annual Returns in Kenya?
The CR29 filing fee is KES 1,000 for each standard company annual return.
Late filing may attract an additional penalty. The prescribed CR29 guidance provides for a KES 500 late-filing penalty, although companies should confirm the amount displayed by eCitizen when making payment because government charges and digital service fees can change.
Professional fees are separate. If a company engages a company secretary or a registration professional company such as Ultimus Advisory to review its records, prepare the return and complete the filing, the final cost will depend on the scope of work.
What Happens If You File Annual Returns Late?
Section 708 of the Companies Act deals with the offence of failing to lodge an annual return on time. Persistent non-compliance can expose the company and responsible officers to enforcement measures.
A company that repeatedly ignores its filing obligations can also come under the Registrar’s strike-off process. BRS has specifically warned that failure to file annual returns for a period of five years can result in the company being regarded as not carrying on business and subsequently struck off the register.
Can One Missed Annual Return Get a Company Struck Off?
A single missed filing does not mean the company is immediately removed from the register.
The greater risk comes from continued non-compliance. Companies that accumulate several outstanding returns should address the arrears as soon as possible rather than waiting for a strike-off notice.
BRS currently maintains a compliance notice process through which companies can check whether they have been identified for possible strike-off and take steps to restore compliance.
What Happens After a Company Is Struck Off?
Once a company is removed from the register, it loses its status as a registered company, subject to the restoration mechanisms provided under the Companies Act.
The process can also create practical problems with banking, contracts, tenders, licensing, asset ownership, and other transactions that depend on the company’s active registration status.
Restoration may be possible in appropriate circumstances, but it is a separate legal process and can be more expensive and time-consuming than maintaining annual compliance in the first place.
Annual Returns vs Tax Returns: What Is the Difference?
Annual returns are filed with BRS and update the Registrar on the company’s corporate information. Tax returns are filed with KRA and report the company’s tax position. A company can therefore be up to date with KRA but have outstanding BRS annual returns. It can also have filed its annual return while having outstanding tax obligations.
Annual Returns vs Financial Statements
Annual returns and financial statements are also different, although they can be connected. The annual return provides the Registrar with prescribed corporate information. Financial statements provide information about the company’s financial position and performance.
The Companies Act imposes separate obligations for lodging financial statements with the Registrar. For example, private companies generally have a longer period after the end of their accounting reference period than public companies for filing financial statements.
A company should therefore avoid treating submission of financial statements as a replacement for the CR29 annual return.
Let Ultimus Advisory Help With File Your Annual Returns
Keeping annual returns up to date becomes easier when the company’s statutory records are reviewed regularly. Ultimus Advisory helps businesses in Kenya manage company compliance, including annual return preparation and BRS filings.
Our team can review your company records, identify outstanding filings, check whether the information held by BRS is consistent with your corporate records, and assist with submitting the required returns.
Contact Ultimus Advisory today for professional annual returns help.
FAQs
Are annual returns mandatory for private limited companies in Kenya?
Yes. Private limited companies are required to file annual returns with the Registrar under section 705 of the Companies Act. The obligation applies even where the company has a single shareholder or has not actively traded during the year.
How much does it cost to file annual returns in Kenya?
The prescribed CR29 guidance lists KES 1,000 for each annual return. A late-filing penalty may also apply, and companies should confirm the amount shown on eCitizen before payment.
When are annual returns due in Kenya?
Annual returns are generally due based on the company’s return date, which is the anniversary of incorporation or, where applicable, the anniversary of the previous return date. The return must be lodged within 28 days after the relevant date.
What form is used to file annual returns?
Companies use Form CR29, the prescribed annual return form under section 705 of the Companies Act. BRS provides the form through its company registry services.
Are annual returns the same as KRA tax returns?
No. Annual returns are filed with BRS and update the company’s corporate records, while tax returns are filed with KRA to report tax obligations. A company must comply with both requirements separately.
Can a dormant company file annual returns?
Yes. A company does not lose its annual return obligation simply because it is dormant or has not generated income. Its BRS compliance should still be maintained, while its tax obligations should be handled separately with KRA.
