Lodging financial statements with the Registrar

The section 684 deadlines for lodging a Kenyan company's financial statements, how exempt companies and year-end changes fit, and signing off in Achekam.

By Achekam · 11 October 2026 · 4 min read · For Accountants & audit firms in Kenya

Ask a room of Kenyan accountants when a client's financial statements are due and the first answer is usually the corporation tax date. The Registrar's deadline is a separate obligation under the Companies Act, it runs on a different clock, and it applies whether or not the company owes any tax at all.

The section that sets it is short. The work around it, deciding which period it runs from, whether an audit is needed first, and who in the firm is entitled to release the final document, is where engagements slip. This article lays the pieces out for a firm that prepares statements for Kenyan companies.

The basic rule: nine months or six

Section 684 of the Companies Act, 2015, in the version on Kenya Law dated 27 December 2024, sets the time for lodging financial statements with the Registrar. A private company has nine months from the end of its accounting reference period. A public company has six months.

The example column is simple arithmetic from the rule; for any unusual period, count from the actual end date. The full text of section 684 and the surrounding provisions on accounts and audit is on Kenya Law's consolidated Companies Act.

The clock is the accounting reference period, not the date the trial balance is ready or the date the audit starts. A private company whose bookkeeping is three months behind has, in effect, six months left for everything else.

First periods longer than twelve months

A new company's first period often runs longer than a year, because incorporation rarely falls on the day after the chosen year end. Section 684 has special rules for a first period longer than twelve months, so the simple nine-month count may not apply to that first set.

When onboarding a newly incorporated client, check the first period's length against those special rules and diarise the resulting date at once. That date is the one most likely to be missed, because nobody has lodged anything for the company before.

Exempt companies still have a deadline

Some clients will qualify for the audit exemption in section 711: they qualify as a small company, their turnover is not more than fifty million shillings and their net assets at the year end are not more than twenty million shillings. Section 712 keeps public companies and banking or insurance companies out of the exemption whatever their size.

The exemption removes the audit. It does not, by its terms, touch the lodging deadline in section 684. What changes is the content of the balance sheet: a company relying on the exemption must carry the directors' statements required by section 709. A firm preparing unaudited statements should check those statements appear, in the right place, before the set goes to the board.

Members can still require an audit of an exempt company if they act in time, which then compresses the same nine months; see when shareholders can insist on an audit.

When the reference date moves

If a client changes its year end, the deadline moves with it, because section 684 counts from the end of whatever the accounting reference period now is. The Business Registration Service lists form CR42 as the notice of change of accounting reference date under section 634. Two neighbouring forms often come up in the same conversation: CR20, the return of allotment under section 333(1), and CR43, the notice of an auditor's resignation.

The knock-on effects of a year-end change on both the lodging and tax deadlines are covered in changing a Kenyan company's year end.

Releasing the final statements in Achekam

The last step before lodging is the one where the firm most needs a clear record: which version was approved, who approved it, and whether anyone changed it afterwards.

Who may sign and who may issue

Each set of statements in Achekam names a preparer, a reviewer and an engagement partner. Only a user with a partner role can sign, and the person recorded as preparer or reviewer cannot issue the statements. That separation means the person who built the numbers cannot also be the person who releases them.

The final PDF

Staff can download the statements as an A4 PDF that Achekam produces. Issuing stores the final PDF with a fingerprint and locks that version. If a question later arises about whether the document lodged is the one the partner signed, the fingerprint answers it.

The board and tax packs are the statutory set under another name, and their cards list anything not yet included, which is a useful last check before the statements leave the firm.

A lodging checklist for each company client

1. Confirm the accounting reference period end, including any recent CR42 change.
2. Decide whether section 684's special rules for a long first period apply.
3. Count nine months (private) or six months (public) and diarise the date with a reminder well ahead.
4. Decide whether the audit exemption applies, and whether any members' notice removed it.
5. For an exempt company, check the section 709 directors' statements are on the balance sheet.
6. Complete preparer and reviewer steps, then partner signing in Achekam.
7. Issue the final version so it is locked, and lodge that PDF.
8. Save the lodging confirmation in the client's folder.

The habit that prevents late lodging

Put every company client's section 684 date on one firm-wide calendar at the start of each year, alongside the tax dates. Other recurring company filings that belong on the same calendar are gathered 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.