ADVOKS GLOBAL · KENYA
The Companies (Beneficial Ownership Information) Regulations
2. Interpretation
Edition: 2023-10-19 · In force
2. Interpretation
In these Regulations, unless the context otherwise requires—"Act" means the Companies Act (Cap. 486);"arrangement" refers to an artificial entity, without legal personality, associating one or more natural or legal persons together in an ownership or control relationship, but without implying that the parties to this arrangement have any other form of collective legal identity;"beneficial owner" means the natural person who ultimately owns or controls a legal person or arrangements or the natural person on whose behalf a transaction is conducted, and includes those persons who exercise ultimate effective control over a legal person or arrangement;"competent authority" means the Attorney-General, any criminal investigation agency established by law, law enforcement agencies, authorities that supervise and monitor the financial sector, including the Financial Reporting Centre and the Kenya Revenue Authority;"contracting authority" has the meaning assigned to it under the Public Private Partnership Act (Cap. 430).“designated non-financial businesses or professions” has the meaning assigned to it under section 2 of the Proceeds of Crime and Anti-Money Laundering Act (Cap. 59A);“family” means—(a)the beneficial owner’s spouse;(b)a child or step-child of the beneficial owner;(c)a child or step-child of the beneficial owner’s spouse who lives with the beneficial owner and has not reached eighteen years of age;(d)a parent of the benef icial owner;(e)a brother or sister to the beneficial owner;(f)a brother or sister of the spouse of the beneficial owner;(g)a grandchild of the beneficial owner; or(h)a spouse of any of the persons specified in paragraphs (b), (e), (f) and (g)."financial institutions” has the meaning assigned to it under section 2 of the Proceeds of Crime and Anti-Money Laundering Act (Cap. 59A);"joint arrangement" means an arrangement between the holders of shares or rights in a company that they exercise all or substantially all the rights conferred by their respective shares or rights jointly, in a manner pre-determined by the arrangement;"material discrepancy" means factual errors that could significantly alter the status or identity of a beneficial owner but does not include typing mistakes or spelling errors;“member” has the meaning assigned under section 3 of the Act;"personal identification number" means the personal identification number issued under section 12 of the Tax Procedures Act (Cap. 469B)."procuring entity" has the meaning assigned to it under the Public Procurement and Asset Disposal Act (Cap. 412C);“protected personal identifiable information” includes—(a)birth certificate number, national identity card number passport number;(b)personal identification number;"public private partnership" has the meaning assigned to it under the Public Private Partnership Act (Cap. 430);“Public Private Partnership Committee” has the meaning assigned to it under the Public Private Partnership Act (Cap. 430);“Public Procurement Regulatory Authority” has the meaning assigned to it under the Public Procurement and Asset Disposal Act (Cap. 412C);"public procurement" has the meaning assigned to it under the Public Procurement and Asset Disposal Act (Cap. 412C);"Registrar" means the Registrar of Companies appointed under setion 831 of the Act;"relevant interest" means—(a)shares held by a person in a company;(b)voting rights exercised by a person in the company; or(c)the right to appoint or remove any member of the board of directors of the company;"significant control” includes control that can be exercised through—(a)debt instruments or other financial arrangements such as where a lender or creditor controls a legal person via the provisions of the lending agreement which provides that debt is convertible into voting equity, or where a third party influences a shareholder by means of a financial or other relationship but does not include instances where a bank provides financing to a legal person;(b)positions held within a legal person such as being responsible for the strategic decisions that affect business practices or general direction of the legal person including senior managing officials;(c)informal means such as through close personal connections to family or associates including informal nominee arrangements or when an individual is using, enjoying or benefiting from the assets owned by the legal person, or(d)differential voting rights that give certain shareholders more control than others in this case, even a shareholding that falls well below a specified threshold may in fact give a minority shareholder control over the company; and“significant influence” means the power to participate in the operating and financial policies of a company without necessarily having full control over them;"significant influence or control" means participation in the finances and financial policies of a company without necessarily having full control over them; and"ultimately owns or controls" means a situation which ownership is exercised through a chain of ownership or by means of control other than direct control.