REVIEW OF THE PROPOSED COMPANIES (ANNOTATION AND RECTIFICATION) REGULATIONS, 2024 KENYA
The Business Registration Service has drafted the Companies (Annotation and Rectification) Regulations, 2024 and invited members of the public to submit their comments on the draft regulation by 27th May 2024 before it is approved.
Key proposals in the regulation are:
| NO. | TITLE | PROPOSED PROVISION | KEY POINT TO NOTE |
| 1. | Annotation of Register | The regulation proposes to give the Registrar the mandate to place a note in the register of any company: containing information that is misleading or confusing, giving a general description of its contents;containing such information as appears to the registrar to be appropriate to address any confusion that may arise where the material that was formerly considered by the registrar to form part of the register is no longer considered by the registrar to do so;containing such information, appropriate to address any misleading information that may have formerly been considered by the registrar to form part of the register is no longer considered by the registrar to do so;the date the note is placed in the register | This is a new mandate |
| 2. | Application for rectification of register | The regulation provides that where there exist such misleading or confusing information in the register, a person with a legitimate interest (Director or former director, shareholder or former shareholder, administrator/executor of estate of shareholder or Beneficial Owner) in the company may apply to the registrar to rectify such information or detail by filing out form CR50 and providing the following details: specify the entry that is proposed to be added or removed from the Register;state whether the entry which is the subject of the application for rectification is derived from anything invalid or ineffective, is derived from anything that was done without the authority of the company or is factually inaccurate or is derived from something factually inaccurate or is derived from something that is forged. | An application for rectification of the register may only be made within twelve months (12) from the date of making the entry in the register. |
| 3. | Notice of intention to rectify the Register | The regulation provides that once the Registrar has received an application for rectification of the register, he shall give a written notice to the company and the public, setting out: the name and the registration number of the company;what is to be added or removed from the register;the information provided to the Registrar;the rights of the recipients to object to the application for rectification of the register the effect of an objection to the application for rectification; the effect of not receiving an objection to the application for rectification; and the date on which the notice is issued. | a written objection to the proposed rectification may be lodged with the Registrar within 28 working days from the date of the notice. |
| 4. | Objection to rectification | The Regulation provides that any person with a legitimate interest may file an objection to the application for rectification of the register which objection must be in writing, must state the name and address of the person filling the objection, must identify the application for rectification of the register to which the objection relates and must provide the reasons for the objection to the application for rectification of the register. In determining whether to rectify the register or not the Registrar shall- consider whether the applicant has a legitimate interest.confirm whether the entry in the register proposed to be rectified: -derives from anything invalid or ineffective; -derives from anything that was done without the company’s authority or -is factually inaccurate or is derived from something factually inaccurate; or -is derived from something that is forged. | -The objection to the application for rectification of the register shall be in the Form CR-51. The Registrar shall then acknowledge receipt of objection, notify the applicant of the objection to their application for rectification of the register and notify every other person to whom the Registrar gave notice. -The Registrar shall not rectify the register where an objection to the application for rectification of the register has been filed unless compelled to do so by a court order. -If no objection is received, the Registrar may-rectify the register; or decline to rectify the register and give notice to the applicant providing reasons in writing for such a decline. -The Registrar shall give notice to the applicant, where the Registrar rectifies the register. |
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