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Business Registration Service of Kenya

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Business Registration Service of Kenya

  1. 1.  LEGISLATIVE REFORM  PROCESS REFORM  REVENUE REFORM THE BUSINESS REGISTRATION SERVICE (BRS) KENYA
  2. 2. Where we were Where we are  Companies Act, Cap 486 [1948]  Bankruptcy Act, Cap. 53 [1930]  Chattels Transfer Act, Cap.28 [1975]  Pawn Brokers Act Cap 529 [1913] Business Registration Service Act, 2015  Companies Act, 2015  Insolvency Act, 2015  Movable Property Security Rights Act, 2017  Hire Purchase Act, CAP 507 LEGISLATIVE REFORM
  3. 3. Old Process New Processes • Manual Registration process • Archaic and non-verifiable information • Unreliable tracking system • Cash Payments at collection agency • Couriering of documents  60% automation of services  In the ease of doing business reforms, Kenya was ranked 61st out of 190 countries. 19 positions up, 7 out of 10 most improved.  Clean up of data through a verification exercise (Link a Business)  Integration with national databases KRA, NSSF and NHIF PROCESS REFORM
  4. 4. BRS CURRENT PROJECTS • Development of outstanding workflows • Data verification of existing businesses (Link a Business) • Development of the Beneficial Ownership Register (BRS-GIZ initiative) • Digitization of the Insolvency Section
  5. 5. C O M P A N I E S A C T , 2 0 1 5 BENEFICIAL OWNER REGISTER
  6. 6. Kenya’s reasons to establish a BO register  Kenya is committed towards attaining growth and transformation through Rule of Law, Transparency, Accountability and Public Participation.  The Financial Action Task Force (FATF) recommendations on transparency of beneficial owners, we are keen to conform to FATF standards on transparency to deter and prevent the misuse of corporate vehicles.  FATF Recommendations to ensure that adequate, accurate and timely information on the beneficial ownership of corporate vehicles.  Open Government Partnership National Action Plan III for 2018 –2020, we committed to “implement the open contracting data standards to improve transparency and reduce opportunities for corruption by enhancing openness and accessibility of public procurement information portal”
  7. 7. Role of the designated authority  Establish public central register of company beneficial ownership information.  Ensure international and domestic law enforcement agencies have full and effective access to beneficial ownership information for companies and other legal entities registered.  Provide access to the public of beneficial owners of companies.
  8. 8. Location of the BO register  The BRS commissioned a process which led to the amendment of the Companies Act, through the Companies (Amendment) Act, 2017 which came into force on 3rd August 2017, to introduce the concept of a Beneficial Ownership Register.  With the assistance of GIZ:  Kenya has developed the companies (beneficial ownership information) Regulations, 2019 which are awaiting publication.  Kenya has also developed the Beneficial Ownership e-Register which is being subjected to stakeholder’s consultations before being rolled out together with the Publication of the Regulations.
  9. 9. Data set required for Beneficial Owner (a) full name; (b) national identity card number / passport number; (c) personal identification number; (d) nationality; (e) date of birth; (f) postal address; (g) residential address; h) current telephone number; i) current email address; (j) occupation; (k) date on which any person became a beneficial owner; (l) date on which any person ceased to be a beneficial owner (m)nature of ownership or control; and (n) any other detail the Registrar may from time to time require.
  10. 10. Access to the BO Register  Any person may conduct a basic search on a company from the companies registry for the purposes of obtaining the name of the beneficial owner of that company.  A person who intends to conduct an official search of the registry records on beneficial owner particulars shall apply to the Registrar in the prescribed form and pay the prescribed fees.  The Registrar may, upon a written request, disclose protected information to a competent authority.  The Court may make an order for the disclosure of protected information by the company
  11. 11. Controls and sanctions envisioned to ensure that the information is adequate, up to date and accurate  CA – 93. A company shall lodge with the Registrar a copy of its register of members including information relating to beneficial owners, if any, within thirty days after completing its preparation.  CA - 872. Offence to lodge false or misleading documents or to make false or misleading statements to Registrar.  873 - Enforcement of company’s lodgment obligations.
  12. 12. Controls and sanctions cont’d  The company has a duty to investigate and obtain beneficial owner particulars.  The company may issue notice to obtain information on beneficial interests in the company.  If this information is not forthcoming, it may issue a restrictive notice where:  any transfer of the interest is void;  no rights are exercisable in respect of the interest;  no shares may be issued in right of the interest or in pursuance of an offer made to the interest-holder;  no payment may be made of sums due from the company in respect of the interest.
  13. 13. Privacy issues faced and solutions A company shall not use or disclose protected information about its beneficial owner, except—  for communicating with the beneficial owner concerned;  in order to comply with any requirement of these Regulations;  in order to comply with a court order. “protected information” means—  identity card number / passport number;  personal identification number;  residential address;  current email address; and  current telephone number;
  14. 14. Challenges to expect or anticipate  Proper legal framework; amendment to ensure that there is a clear distinction between a register of members and that of the beneficial owners.  Stakeholder buy-in to the concept.  Withholding of information to the Registrar;

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