Why Your Organisation Needs a Certified Company Secretary

Professional secretary services for company limited by guarantee in Kenya are not just a best practice; they are a fundamental statutory requirement. Under the Companies Act, 2015, every incorporated entity, including those structured as companies limited by guarantee (often used by NGOs, charities, and professional bodies), must appoint a qualified Company Secretary. This role is pivotal for maintaining corporate governance and ensuring seamless compliance with the Business Registration Service (BRS). A competent secretary acts as the chief administrative officer, ensuring that your organisation's legal obligations are met efficiently. This allows your board and members to focus on achieving your mission, secure in the knowledge that all statutory and regulatory matters are being handled by experts. Neglecting this duty can lead to significant penalties and operational disruptions.

The Legal Framework: The Companies Act, 2015 and Your Secretary's Role

The cornerstone of corporate compliance in Kenya is the Companies Act, No. 17 of 2015. This Act explicitly outlines the duties and qualifications of a Company Secretary. For a company limited by guarantee, the secretary is the primary liaison with the Registrar of Companies and is responsible for a wide range of critical functions. According to the Act, a secretary must be a person qualified under the Certified Secretaries Act (Cap 534), typically a member of the Institute of Certified Secretaries of Kenya (ICSK), or an Advocate of the High Court of Kenya with a current practicing certificate. Their key responsibilities include: Maintaining Statutory Registers: This includes the register of members, register of directors, register of charges, and minute books for board and general meetings.Filing Annual Returns: Preparing and filing the company's annual returns with the Business Registration Service (BRS) through the eCitizen portal.Ensuring Statutory Compliance: Advising the board on their legal and corporate governance responsibilities to ensure all activities align with the Companies Act and the company's Memorandum and Articles of Association.Organising Meetings: Facilitating board meetings and Annual General Meetings (AGMs), including sending notices, preparing agendas, and taking minutes.Safeguarding the Company Seal: Ensuring the proper custody and use of the company's common seal. At Mwenda Njagi & Co. Advocates, our team is comprised of qualified advocates who meet these stringent statutory requirements, providing unparalleled corporate secretarial services.

The process of filing company documents on the eCitizen BRS portal in Nairobi, Kenya.
We handle all digital filings with the Business Registration Service (BRS) on your behalf, ensuring accuracy and timeliness.

Procedure & Documentation for Appointing a Company Secretary

Appointing or changing a company secretary in Kenya involves a formal procedure that must be accurately documented and filed with the Registrar. The process ensures transparency and legal recognition of the appointment. Here is a step-by-step guide to the procedure and required documentation: Board Resolution: The company's board of directors must pass a resolution to appoint a specific individual or a qualified firm (like Mwenda Njagi & Co. Advocates) as the Company Secretary.Consent to Act: The nominated secretary must provide a formal, written consent to their appointment. This is done by signing the Form CR 12 (Notice of Appointment of Secretary/Director's Particulars).Filing with the BRS: The notice of appointment must be lodged with the Registrar of Companies. This is now done electronically through the Business Registration Service (BRS) portal on the eCitizen platform. This update officially registers the new secretary's details in the company's public records. Key Documents Required for the Process: A copy of the company's Certificate of Incorporation.A copy of the company’s KRA PIN Certificate.Copies of the National ID/Passport and KRA PIN certificates for all directors.The signed Form CR 12 (Consent to Act as Secretary).The board resolution confirming the appointment. Our firm manages this entire process seamlessly, ensuring all documentation is correctly prepared and filed promptly to keep your company compliant.

Legal Representation in Kenya

Mwenda Njagi & Co. Advocates provides legal advisory and court representation across Kenya and all 47 counties in Kenya.

Costs & Fees for Company Secretarial Services in Kenya

A legal professional reviewing compliance documents for secretary services for a company limited by guarantee in Kenya.

Understanding the cost of professional secretary services is crucial for budgeting, especially for non-profit entities. In Kenya, these services are typically provided on an annual retainer basis. The fees cover routine compliance tasks such as filing annual returns, maintaining statutory books, and providing basic corporate governance advice. The annual retainer for a company limited by guarantee in Kenya generally ranges from KES 30,000 to KES 60,000 + VAT, depending on the complexity and transaction volume of the company. This retainer ensures you have a qualified professional on record and covers essential compliance duties. It's important to note that this fee usually excludes: Statutory filing fees: Government fees charged by the BRS for filing annual returns (typically around KES 3,000).Non-routine work: Services such as amending the Memorandum or Articles of Association, share restructuring (not applicable for guarantee companies), or attending multiple non-scheduled meetings are billed separately. Mwenda Njagi & Co. Advocates offers transparent and competitive pricing tailored to the specific needs of your organisation. We provide a clear fee structure upfront, ensuring no hidden costs.

Frequently Asked Questions

Is it mandatory to have a company secretary for a company limited by guarantee in Kenya?
Yes, it is a mandatory legal requirement under the Companies Act, 2015. Every company in Kenya, including a company limited by guarantee, must have a duly qualified company secretary. Failure to comply can result in penalties and legal complications with the Business Registration Service (BRS), and the company and its officers may be liable to a fine.
Who can be a company secretary for a company limited by guarantee in Kenya?
A company secretary must be qualified under the Certified Secretaries Act. This means they are a member in good standing of the Institute of Certified Secretaries of Kenya (ICSK). Alternatively, an Advocate of the High Court of Kenya holding a current practicing certificate is also qualified to act as a company secretary. The secretary cannot also be the sole director of the company.
How can Mwenda Njagi & Co. Advocates help with our secretarial needs in Nairobi?
Mwenda Njagi & Co. Advocates provides comprehensive secretary services from our offices on Kiambu Road, Nairobi. We manage all your statutory compliance, from filing annual returns on the BRS portal to advising your board on corporate governance. Our expert team ensures your company limited by guarantee remains fully compliant, allowing you to focus on your core objectives without worrying about legal administrative burdens.