BUSINESS REGISTRATION SERVICES RESPONSE TO ISSUES RAISED BY MEMBERS. 1. The issues raised were discussed and agreed as follows:

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1 BUSINESS REGISTRATION SERVICES RESPONSE TO ISSUES RAISED BY MEMBERS 1. The issues raised were discussed and agreed as follows: ISSUE DESCRIPTION ENQUIRY ACTION 1. Filing in Changes of Directors If he directors who has resigned / retired from the board refuses to write a retirement or resignation letter, can the company secretary swear an affidavit to that effect and file the affidavit in support of the resignation/ retirement of the director from the company? What documents do you have to upload when a director is removed by members by members / shareholders? This issue was referred to the in order for them to come up with standard practice notes which will be shared with the wider membership and passed into practice by all. 2. Annual return Kindly take through the new annual return format. It is a bit challenging Why do files appearing in Old names? Can we have the transition period for filing old returns, already signed as at the issue of the new return, and the new format for say 3-4 months i.e. March Shareholders and transfer of shares For public companies that are not listed are we still required to update the shareholders details of say if I have a company of over 800 shareholders Where a shareholder is an Estate / Administrator we don t have that It was noted in this regard that the need to have the 2018 Annual Return filed was a system issue. This will be resolved promptly to enable filing of the Annual Returns. Part of the process in Link a Business is to clean up the names as well. The old company names will be updated at this stage. The need to file the returns in the new form is a legal requirement and thus the need to comply with the law. It was agreed that the developer will provide an attachment feature to enable the CS to attach the list of

2 option. Kindly re-check Reflect transfer and not resignation Why is a form CR19 required for a share transfer this being a Board matter 4. Conversion When converting a business or Company, why does it have to Cease? 5. Linking Business While linking a business several Names appeared but the Reg. No. was not same as the one on Certificate of incorporation. Going forward which Reg. No. belongs to the company in question or what do you advice? Is there a deadline for linking a business? Old companies having new company numbers during linking? What happens when you try to link a business that cannot be found in e- citizen? shareholders, at least as at the time of the last AGM. Additionally, it was tasked upon the to come up with guide notes on how to deal with disputes accruing due to the list of members, especially for land buying companies. The issue of joint shareholding/altern ate director were identified for action for the developer to include them on the online platform. On the need to file CR.19 during share transfer, this was referred to the to come up with standard practice notes. The previous business entities need to be ceased due to conflict of law used to register each entity. The now notorious CPR/2010/XXXXX number that appears was a backend serialization and should not cause any panic. This is corrected upon clean up at the Link a Business stage. There is no hard

3 What happens in a state of missing companies on a BRS platform? When you link a business and fill in two directors as director shareholder. Why does the system reflect shares for only one and both are different shareholders? Can the CS link a company without involving the directors & shareholders? Can we be allowed to file changes in Directors as we want to link the business I linked a company but the result was already verified and you can t continue. What do you do next? What is the difference between verified and published? deadline date to Link a Business. However, for one to interact with the Registry, one in needed to Link a Business first. If the business entity you seek to link in not on the BRS online platform, kindly get in touch with the Registry, a solution of further direction will be offered. In the case of a missing /misplace d file, we ask the client/cs to issue us with certified copies of the original documents filed with their receipts of payment and or a deed of indemnity in certain cases. The reflection of different shares for different directors may be an isolated case, you may kindly visit the Registry for further assistance. If a CS is on record or provides evidence of instruction to act as such, the CS can then Link a Business as an authorized officer of the entity. Changes can only be filed once the business entity has

4 6. Digitalization of Company Records In view of the challenges faced by the registry and the practitioners, have you considered: Extending the period for implementation Running both Manual and e-citizen concurrently been linked. A published entity is one that appears on record while a verified entity means a published record that has been reviewed and updated. For any service that has not been promoted to the online platform, the same can be accessed manually at the Registry. 7. Fee Schedule Kindly let us know if there is a new fee schedule in place that we can refer 8. Official Search/Third Party Applications (Formerly known as CR12) The issue of CR12 after 15 th October. Why wasn t there any communication? We have advised clients based on wrong CR 12 even banks have relied on such CR 12 to charge properties Is it possible to have a company secretary added on a CR12 so that it shows all the information for the company? When it does oops! Something went wrong and can t be verified / already claimed- How do you access that company to make changes? This may be obtained from our website A communication was sent out to this effect among the stakeholders. Nonetheless, any application made before 10 th October, 2017 were or continue to be processed. We are in discussion with ICPSK to ensure that the details of the Company Secretary are included in the Official Search NB: The term used in the Act is Official Search. CR.12 is now a notice of residential address/change of address of secretary of company pursuant Section 138 of the Companies Act, Normally this a server error. Once you refresh it goes back to normalcy.

5 Can the change of officials be broken down for us to see the actual cost to be able to advise a client( as it is I can t estimate the cost I will get at the end) For special purpose vehicles registered. How do we go about ensuring that NHIF / NSSF are not registered as they are not required? Can we have an option of an officer for logging into E-citizen instead of a secretary who is only required if the share capital is above Ksh. 5M Must the company secretary be practicing CS or non- practicing member can be C.S. ( during incorporation) In incorporation of foreign branch why is it that only lawyers or shareholders / directors ( Local representative) can form and not a company secretary I am I the middle of registering a subsidiary with foreign director on Tel. No. the e-citizen cannot accept no. starting with +254 tel. the directors are based outside Kenya. What No. should we use? How do we do extension of name search where it expired? Or before expiry? Changes are done once the business entity has been linked. There is a fee schedule available on our website All entities registered have these numbers issued. Compliance follows thereafter where applicable. The law only recognises a Company Secretary as the authorized officer. However, an agent to the CS with their authority may also gain access if added as a user by the Company Secretary/Director of the company. In far as the Registrar is concerned, the Company Secretary recognized is one who exists in the ICPSK database and has capacity to act as a CPS. This is a system issue that is being rectified by the developer. This has since been resolved. While conducting a name search, under Special Instruction, a client is able to choose the extension

6 Why is an application signed by finger print rejected; when the person uses finger print for singing? Director s alien ID has only first name & last name (middle name missing) but in the company s memorandum when registered has full name so registration has been impossible. What is the way forward? option from the dropdown. This matter was referred to the for incorporation in the standard practice notes. The system only requires one to input the number and first name, and it will pick up the details of the applicant.