1. Facilitator: M. N LUBIA (Assistant Registrar, BRS)
PROGRESS AND CHALLENGES ON IMPLEMENTATION AND ENFORCEMENT OF THE COMPANIES ACT 2015
Facilitator: M. N LUBIA (Assistant Registrar, BRS)

2. INTRODUCTION BUSINESS REGISTRATION SERVICE
A state corporation that breathes its life from the Business Registration Service Act No. 15 of 2015
Takes over the role of the Office of the Registrar General from the Office of the Attorney General, specifically:
Registration of Businesses;
Functions of the Office of the Official Receiver; and
Registration of chattels and Hire Purchase.

3. PROGRESS AND CHALLENGES ON IMPLEMENTATION AND ENFORCEMENT OF COMPANIES ACT 2015
A. Progress
Implementation of the Act was in 2 Phases:
Phase One: involved implementation of the regulations of the Act comprising of :
The Companies (General) Regulations, 2015
Registrar of Companies (Companies Forms) Rules 2015

4. Progress Continuation..
Phase Two:
Mainly involves amendment of 2015 Regulations and Rules so as to capture aspects of compliance.
- This Phase is ongoing.
In order to materialize Section 612 of the Act which relates to “squeeze in” and “sell out”.
In order to materialize Section 612 of the Act which relates to ‘sell out and squeeze in’ form CR49 (Notice to Non Assenting Shareholders) has been introduced. The Rules have been amended to include Forms Cr 29 to 48 for Companies registered in Kenya. The new rules are pending for gazzettement.

5. Progress Continuation..
Manual registration and lodgment of documents to an online registration system on the e-citizen platform
Process of launching e-business - a new system that is more user friendly to both the practitioners and the ordinary citizen.
Plans are underway to conduct an extensive audit of all registered businesses with an aim of:
retrieving the lost/misplaced files;
identifying non-compliant and taking legal action against companies;
identifying cases of double registration/registration of companies with similar names.

6. Progress Continuation..
Repealed Section 975(2)(b) Companies Act (30% of its shares held by Kenyan citizens for Foreign Companies) by the Finance Act of 2016.
Consultative forum in Naivasha where certain stakeholders have been invited to assist in the formulation of a Service Charter, practice notes and a compliance matrix.
BRS intends to host seminars in partnership with bodies such as ICPSK and LSK among other.
Proposal of certain amendments to the Regulations and rules with the aim of making business transactions easier.

7. 2. CHALLENGES IN THE IMPLEMENTATION OF THE ACT
Voluminous nature of the Act - constantly seeking interpretation on the Act
Double Registration/Registration of Companies with Similar names; Three regimes of registration of companies. A. The C. files (manual) files; B. The RG-BPMS files (registered under the Business Process Management System), and C. The files registered under the new digital online platform.
Deregistration of a Company where there is double registration;
Sensitization of the Professionals and General Public on the New Act and procedures;
risk of fraud after lodgment of registration documents ; and
Access to Online Registration System.

8. B. COMPLIANCE AND STATUTORY RETURNS
The Companies Act 2015 has made compliance with the Act itself and its regulations less tedious. A number of requirements for compliance have now been removed. There are also stiffer penalties for companies and directors who fail to comply.
Some Salient features of compliance:
Introduction of one person companies
Consent of the directors and shareholders to register company
No obligation to have Company Secretary for Private Companies
Minimum age Limit for Directors reduced to 18
No Restrictions on the objects of the Company
vi. General Meetings not compulsory for Private Companies
vii. Valid Execution of documents

9. ENFORCEMENT Stiff Penalties where a company fails to comply
The stiffer penalties imposed by the Act on the Companies and Directors for non-compliance or non-conformity with the various provisions puts directors on notice, especially where they act ultra vires, mislead the shareholders and general public, or commit fraudulent acts.
II. Disqualification of a Director or Company Secretary

10. CLOSING REMARKS
Despite the challenges, We are working to improve the efficiency and transparency in the manner in which companies are registered, and business transactions conducted.
Section 2 of the Act which reads “the objects of this Act are to facilitate commerce, industry and other socio economic activities by enabling one or more natural persons to incorporate as entities with perpetual succession, with or without limited liability and to provide for the regulation of those entities in the public interest and in particular in the interest of their members and creditors.”

11. THE END
THANK YOU!