ADVOKS GLOBAL · KENYA
The Companies (Beneficial Ownership Information) Regulations
3. Beneficial owner particulars
Edition: 2023-10-19 · In force
3. Beneficial owner particulars
(1)In accordance with section 93A of the Act, every company shall have a beneficial owner.(2)For the purpose of these Regulations, a beneficial owner of a company shall be a natural person who meets any of the following conditions whether individually or jointly in relation to the company—(a)holds at least ten percent of the issued shares in the company either directly or indirectly;(b)exercises at least ten percent of the voting rights in the company either directly or indirectly;(c)holds a right to, directly or indirectly, appoint or remove a majority of the members of the board of directors;(d)exercises significant influence or significant control, directly or indirectly, over the company.(2A)For purposes of a company limited by guarantee, a beneficial owner of a company shall be a natural person who meets any of the following criteria—(a)whether individually or jointly, exercises at least ten percent of the voting rights directly or indirectly;(b)whether individually or jointly, has a right to exercise or actually exercises significant influence directly or indirectly over the running of the activities of the company limited by guarantee;(c)whether individually or jointly, has the right to, directly or indirectly, appoint or remove any of the board of directors;(d)whether individually or jointly, has the right to, directly or indirectly, direct or veto the distribution of funds, assets, or investment decisions of the company limited by guarantee; or(e)whether individually or jointly, has the right to, directly or indirectly, liquidate the company limited by guarantee.(2B)Where two or more natural persons—(a)hold a share or right jointly; or(b)have a joint arrangement relating to shares or rights held,each of such persons shall, for the purposes of subregulation (2) be treated as a beneficial owner.(3)A company shall take reasonable steps to identify and verify the particulars of its beneficial owners and shall enter in its register of members following particulars in respect of its beneficial owner—(b)birth certificate number, national identity card number or passport number;(c)personal identification number;(k)occupation or profession;(l)nature of ownership or control;(m)the date on which any person became a beneficial owner of the company;(n)the date on which any person ceased to be a beneficial owner; and(o)any other relevant detail the Registrar may from time to time require.(4)The information on the nature of ownership or control referred to in subregulation (3)(1) is as specified in regulation 3(2) and 3(2A).(4A)A company shall validate and verify the particulars referred to in subregulation (3) before submitting a copy of the particulars to the Registrar,(5)A company shall lodge with the Registrar a copy of its register of beneficial owners in Form BOF1 set out in the First Schedule in accordance with section 93A(3) of the Act.(5A)A company shall , from time to time, validate, review, verify and update information of its beneficial owners in its register of beneficial owners.(5B)A company may request its beneficial owner to review, validate and verify any of the beneficial owner’s particulars referred to in subregulation (3).(5C)When there are any changes in the particulars of a beneficial owner, the director, member or beneficial owner of the company shall notify the company within fourteen days of such change.(5D)A person who fails to provide the information referred to sub regulation (5C) to the company, the provisions of these Regulations relating to the restriction of relevant interest shall apply.(6)A company shall lodge with the Registrar the particulars of change of its beneficial owners in Form BOF2 set out in the First Schedule and shall pay the fees set out in the Second Schedule.(7)Where a company has a new beneficial owner, the company shall update its register beneficial owners and file a notice of any new benef icial owner with the Registrar in Form BOF4 set out in the First Schedule.(8)A company shall file a notice of a person ceasing to be a beneficial owner to the Registrar in Form BOF5 set out in the First Schedule in accordance with section 93A (5) and (6) of the Act and pay the fees set out in the Second Schedule.