CHANGES AND OBLIGATION OF A REGISTERED SOCIETY IN KENYA

Societies Series: 2

In our previous societies series 1 insight available here: TYPES OF SOCIETIES YOU CAN REGISTER IN KENYA – A.O.Wanga Advocates we discussed the different societies one can register in Kenya including Foundations, Welfare, Clubs, Religious societies (eg. Church/Mosque/Temple), Professional Societies, Associations and Alumni. In this insight, we look at the obligations of each registered societies in Kenya.

Under the Societies Act, every registered Society has the following obligation:

OBLIGATION/REQUIREMENTS TO FILE ANNUAL RETURNS

All registered Societies in Kenya are required, under section 30 of the Societies Act CAP 108 laws of Kenya, to file annual returns with the Registrar of Societies. This is done by filing and availing to the Registrar typed FORM I which must be signed by the officials (Chairman, Secretary and Treasurer) on record of the Society.

It is also a requirement that the signatures appended on the forms should correspond with either Form A or Form H the officials signed while being introduced on record/at the time of registration.

In case an official is unable to sign, conclusive proof of the explanation must be availed, for example in case of death, a copy of the death certificate or burial permit must be availed. In case the official is out of the country, visa information must be availed.

In certain circumstances, the Registrar may require the officials to appear in person and sign the Annual Return (Form I) before him/her or a Counsel.

Failure to file annual returns amount to an offence and the society shall be liable to a fine not exceeding Ksh. 5000/=, and in addition every officer in the society shall be guilty of the like offence and liable to the like fine or to imprisonment for a term not exceeding six (6) months or to both fine and imprisonment.

OBLIGATION/REQUIREMENTS TO NOTIFY THE REGISTRAR OF CHANGE OF OFFICE BEARERS

All registered Societies in Kenya are required, under section 17 of the Societies Act CAP 108 laws of Kenya, to notify the Registrar of any change of office bearers of societies official within 14 days of such change. This is done by filing and availing to the Registrar typed FORM H bearing the names and phone numbers of the elected officials in an Annual General Meeting (AGM)/Special General Meeting (SGM). The Form H should be typed and signed by the new officials and should be accompanied by the following documents:

1. A 21-day NOTICE convening the meeting, indicating election of office bearers in the agenda, signed by the Secretary on record.
2. Minutes of the meeting signed by the Chairman, Secretary and Treasurer on record.
3. An introduction letter to the Registrar informing him/her that elections were conducted, signed by the officials on record.
4. A signed list of attendees of the meeting, the number of members who attended the meeting should constitute a 2/3 quorum in case of an AGM and a 1/3 if it’s an SGM.

It is also important to note that for a change in office bearers’ application to be approved, The Society’s must be up to date in terms of filing its Annual Returns.

The documents accompanying Form H should be availed to the Registrar within 14 days from the date of the AGM/SGM and the signatures appended on the attached documents should correspond with the signatures previously appended on the Registrar’s records.

Lastly phone numbers of officials being replaced MUST also be availed.

Any registered society which fails to give notice to the Registrar of change of its office bearers or titles as required under the Societies Act shall be guilty of an offence and the society shall be liable to a fine not exceeding Ksh. 5000/=, and in addition every officer in the society shall be guilty of the like offence and liable to the like fine or to imprisonment for a term not exceeding six (6) months or to both fine and imprisonment.

REQUIREMENTS FOR AMENDMENT OF THE CONSTITUTION/RULES

Every Society that amends its Constitution/Rules must avail a request letter to the Registrar informing him/her that amendments to the Constitution were done and requesting approval of the amended Constitution. The Letter must be signed by ALL the officials on record and this request should be accompanied by the following documents:

1. A 21-day NOTICE convening the meeting, indicating amendment of the constitution in the agenda, signed by the Secretary on record.
2. Minutes of the Meeting signed by the Chairman, Secretary and Treasurer on record.
3. A request letter to the Registrar to approve the proposed amendments.
4. A signed list of attendees of the meeting, the number of members who attended the meeting should constitute a 2/3 quorum if it’s AGM and 1/3 if it’s an SGM.
5. Copy of the amended Constitution/Rules (should not be signed).

It is also important to note that for a change in the Society’s Constitution application to be approved, The Society’s must be up to date in terms of filing its Annual Returns.

This application and the documents accompanying the amended Constitution/Rules must be availed to the Registrar within 14 days from the date of the AGM/SGM.

The signatures appended on the attached documents should correspond with the signatures previously appended on register’s records.

The copy of the amended Constitution/Rules should NOT be signed and the amended Constitution/Rules should conform to the Specimen Constitution.

Any registered society which fails to give notice to the Registrar of changes or amendment to its Constitution/Rules as required under section 20 (3) of the Societies Act shall be guilty of an offence and the society shall be liable to a fine not exceeding Ksh. 5000/=, and in addition every officer in the society shall be guilty of the like offence and liable to the like fine or to imprisonment for a term not exceeding six (6) months or to both fine and imprisonment.

REQUIREMENTS FOR CHANGE OF NAME OF A SOCIETY

Every Society that changes its name must avail to the office a request letter for change of name, signed by ALL the officials of the Society on record and accompanied by the following documents;

1. A 21-day NOTICE convening the meeting, indicating change of name in the agenda, signed by the Secretary on record.
2. Minutes of the Meeting signed by the Chairman, Secretary and Treasurer on record.
3. A signed list of attendees of the meeting, the number of members who attended the meeting should constitute a 2/3 quorum if it’s AGM and 1/3 if it’s an SGM.
4. A copy of the Society’s Constitution bearing the amended name (should not be signed).
5. Original certificate of the Society.
6. An approved name search application.

It is also important to note that for a change in the Society’s Name application to be approved, The Society’s must be up to date in terms of filing its Annual Returns.

The documents above should be availed to the Registrar within 14 days from the date of the AGM/SGM.

The signatures appended on the attached documents should correspond with the signatures previously appended on registrar’s records.

If a subsequent application for amendment of the Constitution has NOT been lodged, the content of the attached Constitution should remain the same as the one on record.

The copy of the Constitution should NOT be signed.

Any registered society which fails to give notice to the Registrar of a change of its name as required under section 20 of the Societies Act shall be guilty of an offence and the society shall be liable to a fine not exceeding Ksh. 5000/=, and in addition every officer in the society shall be guilty of the like offence and liable to the like fine or to imprisonment for a term not exceeding six (6) months or to both fine and imprisonment.

REQUIREMENTS FOR CERTIFIED COPY OF CONSTITUTION

Every Society that requires a certified copy of the registered constitution must avail to the Registrar of Societies a request letter, signed by any official, requesting for a Certified Copy of the Constitution.

For this request to be approved the Society must be compliant in term of filing its annual returns and the signature of the official requesting the certified copy should correspond to previously appended signature on record.

REQUIREMENTS FOR CERTIFIED COPY OF CERTIFICATE

Every Society that requires a certified copy of its certificate must avail a letter, signed by the three officials on record requesting the Registrar for a Certified Copy of the Society’s Certificate. The request letter should be accompanied by the following documents:

1. An Original Police Abstract.
2. Copies of National Identification Cards of the officials.

Note that for this request to be approved the Society must be compliant in term of filing its annual returns and the signatures of the officials on the requesting letter must correspond to previously appended signature on record

REQUIREMENTS FOR PERUSAL OF A FILE

Anyone who need to peruse a Society’s file must avail a letter, signed by an official of the Society on record requesting the Registrar for Perusal of a Society’s File.

If a person who is NOT an official of the Society lodges an application to peruse a file, their request letter should be accompanied by an authorization letter from an official of the Society and a copy of the National Identification Card of the official.

If an advocate lodges an application for perusal of a file, justification of the perusal MUST be indicated on the letter and a copy of his/her current practicing certificate MUST be attached.

REQUIREMENTS FOR CONFIRMATION OF A SOCIETY (OFFICIAL SEARCH)

Anyone who intend to confirm a Society/ conduct an official search of a registered Society must avail a request letter, signed by an official on record, for confirmation of office bearers to the Registrar of Societies. Note that, for this request to be approved the Society’s Annual Returns MUST be updated and the signature of the official should correspond to previously appended signature on record.

If the letter is requested for the purpose of opening a bank account, the letter should contain details of the bank (name and branch). A separate request letter should be availed if the confirmation of office bearers is for more than one bank.

If an advocate lodges an application for confirmation of a Society, justification of the confirmation MUST be indicated on the letter and a copy of his/her current practicing certificate MUST be attached.

REQUIREMENTS FOR CHANGE OF POSTAL AND PHYSICAL ADDRESS

Application for change of postal and physical address is done by availing to the Registrar a typed Form B, signed by the Chairman, Secretary and Treasurer on record, bearing the new Physical and/or Postal address.

For this request to be approved, Annual Returns MUST be filed up to date.

REQUIREMENTS FOR DISSOLUTION OF A SOCIETY

For dissolution of a Society, one must avail to the Registrar a request letter for dissolution of a Society, signed by ALL the officials on record, accompanied by the following documents:

1. A 21-day NOTICE convening an Annual General Meeting, indicating dissolution of the Society in the agenda, signed by the Secretary on record.
2. Minutes of the Meeting signed by the Chairman, Secretary and Treasurer on record.
3. A signed list of attendees of the meeting, the number of members who attended the meeting should constitute a 2/3 quorum.
4. Detailed confirmation that 2/3 of the members present in the meeting voted for the resolution for dissolution of the Society.
5. Original certificate of the Society.

Note for dissolution application to be approved, Annual Returns MUST be updated.

The documents above should be availed in the office 14 days from the date of the AGM and the signatures appended on the attached documents should correspond with the signatures previously appended on the records.

The officials may be required to appear before the Registrar to consent to the dissolution of the Society.

Upon approval, client will be notified through an sms and required to pay for the service

At A.O. WANGA ADVOCATES we are happy to assist you with all society’s registration and changes process. Please contact us on info@aowangaadvocates.com or +254794600191.

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