Section 125 of the Companies Act states that every company with a share capital must file a return at least once a year, and the return must be in the form and filed no later than the fourteenth day after the date of the AGM.
Every registered company in Kenya is required to file annual returns with the registrar of companies to show the company’s current status.
The following are the highlights of annual returns:
- The structure of the company
- The shareholding
- The division of shares
- The Nominal capital
- The names and addresses of the directors and shareholders in the company.
- The current registered office of the company and details of the company secretary.
The Companies Registry, which is part of the State Law Office, is digitizing all of its services. This means that the majority of its services will be available online, and there will be no need to queue at the Companies Registry. The filing of annual returns is one of the services that is already available online.
These are the steps to follow when filing annual returns online;
- Make an eCitizen account.
To create an eCitizen account, go to www.eCitizen.co.ke and click on the ‘create an account’ button. The type of Account is determined by the individual’s citizenship and residency.
- Link your business
After successfully creating the account, select the business registration service by clicking on the ‘get service now’ tab.
The process of linking your company to eCitizen includes submitting business information to the registry for approval. Linking allows you to use the online portal to make any future applications.
To link a business, go to the ‘link a business’ tab and search for the company using the company name or the company registration number. When you’ve found your company, click on it and then save and continue. The system will prompt you to enter information about the directors and secretary, as well as their postal addresses and the company’s physical address.
Wait for the registry to verify and approve your information after you submit it. If any changes need to be made to the information provided, they will be sent to you, and you will be required to make the changes and resubmit it for approval. Approval takes one to four days and includes a list of individuals with full access to the company via the online portal.
- Annual Tax Returns
Once the registry has approved the information you have entered into the system, click on the ‘maintain a company’ tab at the top of the screen, followed by the ‘annual returns’ tab from the list on the left of your screen. Choose the year of your most recent return, which is the year in which you last filed annual returns. Continue after saving the details. Download the Annual Return Form, complete it, and have the Company Secretary stamp it. Upload the duly completed and stamped Annual Return Form for the fiscal year for which you intend to file annual returns.
Choose a payment method and complete the transaction. MPESA is the most preferred method of payment. The amount owed is determined by the year in which you last filed returns and whether or not there are any penalties. The system will calculate the amount that should be paid by that company automatically. After you’ve paid, click the ‘complete’ tab.
- Issuance of a receipt
The system generates a receipt that can be downloaded. A copy of the filed returns can also be downloaded.
When a company’s annual returns are not filed on time. The company is exposed to registrar levies and penalties. In the event of any changes to the company structure or any business that necessitates the registrar’s registration of any external documents such as charges, mortgages, and so on. Where no annual returns are filed. Such requests shall not be processed by the registrar. The company may also be struck off the company register.