Ensuring Your Company Details are Current and Compliant

Engaging a skilled lawyer for certificate of incorporation amendments in Kenya is essential when your business evolves. Your Certificate of Incorporation is a foundational document, but it's not static. Changes in business strategy, structure, or leadership necessitate formal amendments to remain compliant with the Companies Act, 2015. Whether you need to change your company name, update director details, alter your registered office, or modify your company's objectives, each change requires a specific legal procedure involving resolutions and filings with the Business Registration Service (BRS). Attempting this without expert guidance can lead to rejections, delays, and potential legal issues. This guide outlines the key processes and why a corporate lawyer is your most valuable asset.

Common Amendments and The Required Statutory Forms

Various business changes require formal amendments. Our legal team frequently handles the following: 1. Change of Company Name: This is a common rebranding step. It requires a name search, a special resolution by shareholders, and filing of Form CR15 (Notice of Change of Name). The Registrar will then issue a Certificate of Change of Name. 2. Change of Directors or their Particulars: When a director is appointed, resigns, or their details (like address) change, you must notify the Registrar by filing Form CR6 (Notice of Appointment of Director) or Form CR7 (Notice of Change of Director's Particulars) within 14 days. 3. Change of Registered Office Address: Moving your official business address requires filing Form CR12 (Notice of Change of Registered Office). 4. Changes to Memorandum or Articles of Association: Altering the company's objects, share capital, or internal governance rules is a significant change that requires a special resolution and filing Form CR19 (Notice of Amendment of Memorandum or Articles). An experienced lawyer ensures the correct forms are used for each specific change.

lawyer for certificate of incorporation amendments Kenya
Mwenda Njagi & Co. Advocates

The Legal Procedure for Making Amendments

The process for amending your company details is methodical and must be followed precisely to be accepted by the Registrar of Companies. The typical procedure involves: Step 1: Board Resolution: The directors must first hold a meeting to pass a resolution proposing the amendment. Step 2: Shareholder Approval (Special Resolution): For significant changes like a name change or altering the Articles, a Special Resolution is required. This must be passed by at least 75% of the company's members at a General Meeting, or a written resolution signed by all members. Our lawyers will expertly draft this resolution to meet all legal standards. Step 3: Filing with the BRS: The signed resolution, along with the relevant statutory form (e.g., CR15, CR19), must be filed on the eCitizen portal within the stipulated timeframe (usually 14 or 30 days). Step 4: Payment of Fees: Each amendment carries a specific statutory fee that must be paid to the BRS. Step 5: Issuance of Certificate: Upon successful verification, the Registrar will approve the change and, where applicable (like a name change), issue a new certificate reflecting the amendment.

Legal Representation in Kenya

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

Costs and Timelines for Company Amendments

A lawyer reviewing documents for a Certificate of Incorporation amendment in Kenya

The cost of amending your Certificate of Incorporation or other company details is comprised of government fees and professional legal fees. Statutory fees are fixed; for example, a name change application costs KES 4,050, while filing a notice of change of directors might be around KES 550. Professional fees charged by a lawyer will vary depending on the complexity of the amendment. A simple director change will cost less than a complex share capital restructuring. Typically, legal fees for standard amendments range from KES 15,000 to KES 50,000. This fee covers drafting resolutions, preparing and filing all forms, and following up with the BRS. Using a lawyer prevents costly errors and re-submissions, ensuring your amendment is processed in an estimated 7-21 working days.

Frequently Asked Questions

What is a Special Resolution and why is it so important?
A Special Resolution is a formal decision made by a company's shareholders that requires a 75% majority vote. It is legally mandated under the Companies Act, 2015 for fundamental changes like altering the company's name or its articles of association. Proper drafting and filing are critical for the amendment to be valid.
Can I file these amendments myself through eCitizen?
While the eCitizen portal is accessible to the public, the process requires specific legal knowledge. Incorrectly drafted resolutions or wrong form submissions are common and lead to immediate rejection by the BRS, wasting time and money. A lawyer ensures it's done right the first time.
How does Mwenda Njagi & Co. Advocates handle these amendments?
At Mwenda Njagi & Co. Advocates, we provide an end-to-end service. We start with a consultation to understand the required change, then we handle all legal drafting, form filling, and filing with the BRS. We manage the entire process, providing you with the final updated certificate or confirmation, ensuring full compliance.