Helping clients identify beneficial owners and file BOF1
How a firm helps a Kenyan client apply the beneficial ownership tests, gather and verify particulars, and lodge Form BOF1 within 30 days.
By Achekam · · 5 min read · For Accountants & audit firms in Kenya
For a two-shareholder company run by its founders, the beneficial ownership register is quick work. For a client whose shares sit partly in a holding company, partly with a family trust and partly with an investor who also has board appointment rights, it can take far longer, and the answer is not always the names on the share register.
Kenyan companies must identify the natural persons who ultimately own or control them, record specified particulars, and lodge the result with the Registrar. Most turn to their accountant or company secretary for help. This article follows the job from the ownership tests through to lodging Form BOF1, and shows where Achekam helps collect the paperwork.
Who counts as a beneficial owner
The Companies (Beneficial Ownership Information) Regulations define a beneficial owner in regulation 3(2), in the consolidated version on Kenya Law dated 19 October 2023. It is a natural person who, directly or indirectly:
- holds at least ten per cent of the issued shares;
- exercises at least ten per cent of the voting rights;
- can appoint or remove a majority of the board; or
- exercises significant influence or significant control over the company.
Meeting any one test is enough. Companies whose members' liability is limited by an undertaking to contribute on winding up, rather than by shares, have separate tests under regulation 3(2A).
The Business Registration Service's FAQs describe a beneficial owner in similar terms, as an individual who alone or jointly holds at least 10% of the issued shares, exercises at least 10% of the voting rights, or exercises significant influence or control. The FAQs also mention a right to appoint or remove a director; the current Regulations speak of appointing or removing a majority of the board, so work from the Regulations where the two differ.
A worked example in words
Suppose a client's shares are held by a holding company and two individuals. The individuals are easy: if either holds ten per cent or more, they are beneficial owners. The holding company is not a natural person, so the firm looks through it to the people who own or control it, because the tests apply "directly or indirectly". Then it checks the other limbs: does anyone have a right to appoint most of the board under a shareholders' agreement, or exercise significant influence without holding shares at all? A founder who has sold down but still runs the company may fall in that last group.
The particulars to collect and verify
For each beneficial owner, regulation 3(3) lists what the register must hold. It helps to group them when requesting them from the client:
| Group | Particulars |
|---|---|
| Identity | Full name, ID or passport number, nationality, date of birth |
| Tax | KRA PIN |
| Contact | Addresses, telephone number, e-mail address |
| Background | Occupation |
| The interest | Nature of the ownership or control; the date the person became a beneficial owner and, later, the date they ceased to be one |
The company must validate and verify the particulars before submitting them to the Registrar. In practice, that means copies of identity documents and PIN certificates on file, not just a typed list.
BOF1 and the thirty-day rule
The BRS guide says every company must take reasonable steps to identify its beneficial owners, keep a register of them, and lodge a copy with the Registrar within 30 days of preparing it, using Form BOF 1 on the BRS platform. The guide refers to section 93A of the Companies Act 2015 and the 2020 Regulations as its basis.
After the first filing, other forms take over. The Regulations require changes to be lodged in Form BOF2, a new beneficial owner in Form BOF4 and a person ceasing to be one in Form BOF5. Form BOF3 reports the steps taken where a beneficial owner cannot be identified, which is the route covered in when a beneficial owner will not respond.
The company's register is not the same as BOF1
The BRS guide makes a distinction that clients often miss: the register of beneficial owners may be kept manually or electronically, and it is different from Form BOF1. The register is the company's own record. BOF1 is the copy lodged with the Registrar.
So two things must exist and stay in step: the internal register, updated whenever ownership changes, and the filings that tell the Registrar about those changes. The guide also says the information may only be disclosed to the Registrar or as regulation 13 of the Regulations allows; the practical effect of that limit is set out in who may see beneficial ownership information. BRS's full guide on disclosure of beneficial ownership information covers who is a beneficial owner and how the register is lodged.
Collecting particulars through Achekam
Gathering identity documents from several owners, some of them abroad, is where the time goes. Achekam's request tools help with the chasing.
Staff create, send and track requests to clients for documents, answers and confirmations in one RFI console. A beneficial ownership request can list each item separately: the share register, any shareholders' agreement, the holding company's own ownership details, and for each person the ID or passport copy, PIN certificate and contact particulars.
On the request page, the client uploads files or folders and answers questions, and what it sends is filed in that client's vault folder. Executable file types are blocked, and the default limit is 100 MB per file. Files are virus-scanned only when the server operator has configured ClamAV; otherwise structural checks run, and the record says which happened.
What Achekam does not keep
Achekam does not keep client compliance profiles. There is no screen that holds AML risk ratings, identity document packs or PEP screening results as a structured profile. The Compliance Profiles page says so and lists only clients missing a registration or income tax number. The documents the client uploads sit in its vault folder, and the register itself remains the company's own document.
A working sequence for the engagement
- Obtain the share register, articles and any shareholders' or investors' agreements.
- Apply the four tests, looking through corporate shareholders to natural persons.
- Request each beneficial owner's particulars and documents through one tracked request.
- Verify the documents against the particulars before anything is lodged.
- Prepare the internal register and have a director approve it, with the date.
- Lodge Form BOF1 on the BRS platform within 30 days of preparing the register.
- Diarise a check at each change of shareholding, so BOF2, BOF4 or BOF5 follows promptly.
Next step
Choose one client whose ownership runs through another company and work through the four tests with the team. That case will expose most of the judgement calls the others need. Recurring filing dates for the same clients are in company secretarial deadlines in Kenya.
General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.
