Filing annual returns in Kenya: what every director should know

An annual return is a yearly snapshot of your company that you file with the Registrar of Companies through BRS. It is not a tax return and it is not your accounts — it simply confirms who owns and runs the company and where it is based.

What it contains

• Registered office address
• Directors and the company secretary (where one is required)
• Shareholders and how shares are held
• Details of any charges registered against the company

When it is due

A company files an annual return once a year, tied to the anniversary of its incorporation. The return must reach the Registrar within a short window after that anniversary. Newly incorporated companies get a grace period in their first year.

What happens if you miss it

• Late filing attracts penalties that accumulate over time
• The company’s status on official searches shows as non-compliant, which lenders, buyers and partners will see during due diligence
• Persistent default can lead the Registrar to strike the company off the register

Restoring a struck-off company is slower and more expensive than staying current.

How to stay on top of it

1. Record the incorporation date and set a reminder 45 days before each anniversary
2. Keep your statutory registers updated through the year, not the night before filing
3. Reconcile the return against your latest board and shareholder changes
4. File early — the portal is busiest close to deadlines

If you would rather not track this at all, this is exactly the kind of obligation we manage for clients: your return is prepared, checked against your records and filed on time, every year.