Filing a Kenyan company's annual return with BRS
When a Kenyan company must lodge its annual return with the Business Registration Service, what else it must report, and how to keep the records.
By Achekam · · 4 min read · For Running a business businesses in Kenya
Kenyan companies keep two sets of obligations that are easy to confuse. One set is with KRA: tax returns, payments and certificates. The other is with the Business Registration Service, BRS, which keeps the register of companies. The annual return belongs to the second set, and because it is not a tax return, it is the one most often forgotten by small companies whose year is full of KRA deadlines.
Missing it can cause trouble when you least expect it: a bank asking for an official search, a tender asking for proof of good standing, or a buyer checking who your directors are. This article sets out the timing, what else must be reported, and how to keep the paperwork in order.
Within 28 days of the return date
A Kenyan company lodges its annual return with BRS within 28 days of its return date. The return confirms the company's details on the register as at that date, such as its directors, shareholders and registered office.
Work out your company's return date once and put it in the company calendar, with a reminder well before the 28 days begin. Do not assume it matches your financial year end. Companies in Kenya use their own 12-month financial year, while the individual tax year is the calendar year and the government's financial year runs from 1 July to 30 June; none of those is the return date.
BRS answers the common questions in its FAQs, covering registering business names and private companies, changing names and particulars, filing annual returns on eCitizen, transferring shares and who counts as a beneficial owner. Read the annual returns section before your first filing.
Lodging through eCitizen
The annual return is lodged through eCitizen. In practice that means:
- someone with access to the company's eCitizen account, often the company secretary or a director;
- the company's current details to hand, to check against what the register shows;
- the fee paid through the platform.
If the register shows details that are out of date, such as a director who resigned last year, fix that first. Changes in particulars are notified separately, and the annual return should then confirm the corrected position.
Beneficial owner changes within 14 days
The annual return is not the only filing. Changes in beneficial owners, meaning people who own or control 10% or more, must be reported within 14 days. A share transfer, a new investor or a change in who controls a corporate shareholder can all trigger it.
That short window means beneficial ownership cannot wait for the annual return. Make it part of the paperwork for any share transfer or investment: the transaction is not finished until the notice is lodged.
BRS is separate from KRA
KRA is Kenya's national tax authority, and tax returns are filed on iTax. Counties levy only permits, rents and rates. BRS has a different job: it keeps the company register.
So:
| Body | What you file there | Example |
|---|---|---|
| BRS, through eCitizen | Company register filings | Annual return, beneficial ownership changes, changes of directors |
| KRA, on iTax | Tax returns and payments | Corporation tax, VAT, PAYE |
| County | Licences and local charges | Single business permit, rates |
A company can be up to date with KRA and behind with BRS, or the other way round. Keep separate checklists.
Achekam does not check BRS numbers
If you keep your books in Achekam, be clear about what it checks. Achekam checks only a KRA PIN's shape, a letter, nine digits and a letter, as a soft check, and it does not check BRS numbers at all. A company registration number typed into Achekam is stored as you type it. Confirm your company's details, and those of companies you deal with, through BRS's own search, and your PIN through KRA's PIN checker.
The difference between a company's registration number and its KRA PIN, and the equivalent Nigerian identifiers, is explained in the Nigerian Tax ID and the KRA PIN.
Keeping signed records in Documents
BRS filings rest on company records: board and shareholder resolutions, share transfer forms, registers of members and of beneficial owners, and the filing receipts. Keep them together.
Achekam's Document Centre is a folder-based store where a business uploads files or whole folders, tags and searches them, and a new version keeps the earlier ones. A simple structure is one folder per year, with sub-folders for annual returns, beneficial ownership and changes in particulars.
Resolutions can be signed electronically. Any document can be sent for signature with signature and initials fields placed on it, signers in order or all at once, and the signed PDF and a completion certificate are filed back into Documents. One caution for Kenyan companies: the signing completion certificate currently describes the signatures under South Africa's Electronic Communications and Transactions Act, whatever the workspace's country. Where a Kenyan filing or a bank needs a resolution signed a particular way, check what it accepts before relying on the electronic copy.
A short company calendar
- Return date, with a reminder a month ahead.
- Annual return lodged on eCitizen within 28 days; receipt filed in Documents.
- Beneficial ownership notice within 14 days of any change of 10% or more.
- Changes of directors and particulars notified as they happen.
- KRA deadlines kept on a separate list.
For how the different Kenyan years line up, see Kenya's tax years explained. Start by finding your company's return date this week and writing it into the calendar.
General guidance only, not advice on your own circumstances. Tax and payroll rules change: check the current position with the authority or your adviser.
