90 Kenya Subsidiary Legislation, 2020

LEGAL NOTICE No. 11

THE STANDARDS ACT
(Cap. 496)
IN EXERCISE of the powers conferred by section 20 of the
Standards Act, the Cabinet Secretary for Industry, Trade and Co-
operatives, in consultation with the National Standards Council, makes
the following Regulations—
THE STANDARDS (VERIFICATION OF CONFORMITY TO
STANDARDS AND OTHER APPLICABLE REGULATIONS OF
IMPORTS) (AMENDMENT) REGULATIONS, 2020
1. These Regulations may be cited as the Standards
(Verification of Conformity to Standards and other Applicable
Regulations of Imports) (Amendment) Regulations, 2020.
2. The Standards (Verification of Conformity to Standards and
other Applicable Regulations of Imports) Regulations, 2019 are
amended in the Schedule by inserting the following new item
immediately after item No. 12 —
CRITERIA FOR EXEMPTION OF SPECIFIC IMPORTERS FROM
PVOC REQUIREMENTS
S/No. CATEGORY DOCUMENTS
REQUIRED
13. New motor vehicle spare parts Evidence of original
imported from an Authorized Equipment
Manufacturer. Manufacturer
warranty

Dated the 16th January, 2020.

PETER G. MUNYA,
Cabinet Secretary for Industry, Trade and Co-operatives.

LEGAL NOTICE No. 12

THE COMPANIES ACT

(No. 17 of 2015)

IN EXERCISE of the powers conferred by section 1022 of the

Companies Act, 2015, the Attorney-General makes the following
Regulations—

THE COMPANIES (BENEFICIAL OWNERSHIP INFORMATION)

REGULATIONS, 2020

1. These Regulations may be cited as the Companies Citation.

(Beneficial Ownership Information) Regulations, 2020.
2. In these Regulations, unless the context otherwise requires— Interpretation.
 Kenya Subsidiary Legislation, 2020 91

"Act" means the Companies Act, 2015;

"arrangement" refers to an artificial entity, without legal
personality, associating one or more natural or legal persons together in
an ownership or control relationship, but without implying that the
parties to this arrangement have any other form of collective legal
identity;
"beneficial owner" means the natural person who ultimately
owns or controls a legal person or arrangements or the natural person
on whose behalf a transaction is conducted, and includes those persons
who exercise ultimate effective control over a legal person or
arrangement;
"competent authority" means the Attorney-General, any criminal
investigation agency established by law, law enforcement agencies, No. 29 of 2015.
authorities that supervise and monitor the financial sector, including
the Financial Reporting Centre and the Kenya Revenue Authority;
"personal identification number" means the personal
identification number issued under section 12 of the Tax Procedures
Act, 2015;
"Registrar" means the Registrar of Companies appointed under
section 831 of the Act;
"relevant interest" means —
(a) shares held by a person in a company;
(b) voting rights exercised by a person in the company; or
(c) the right to appoint or remove any member of the board of
directors of the company;
"significant influence or control" means participation in the
finances and financial policies of a company without necessarily
having full control over them; and
"ultimately owns or controls" means a situation which ownership
is exercised through a chain of ownership or by means of control other
than direct control.
3. (1) In accordance with section 93A of the Act, every Beneficial owner
company shall have a beneficial owner. particulars.

(2) For the purpose of these Regulations, a beneficial owner of a

company shall be a natural person who meets any of the following
conditions in relation to the company—

(a) holds at least ten percent of the issued shares in the company
either directly or indirectly;

(b) exercises at least ten percent of the voting rights in the

company either directly or indirectly;

(c) holds a right, directly or indirectly, to appoint or remove a

director of the company; or
 92 Kenya Subsidiary Legislation, 2020

(d) exercises significant influence or control, directly or

indirectly, over the company.

(3) A company shall take reasonable steps to identify its

beneficial owners and shall enter in its register of members the
following particulars in respect of its beneficial owner—

(a) full name;

(b) birth certificate number, national identity card number or

passport number;

(c) personal identification number;

(d) nationality;

(e) date of birth;

(f) postal address;

(g) business address;

(h) residential address;

(i) telephone number;

(j) email address;

(k) occupation or profession;

(1) nature of ownership or control;

(m) the date on which any person became a beneficial owner of

the company;

(n) the date on which any person ceased to be a beneficial

owner; and

(o) any other relevant detail the Registrar may from time to time
require.

(4) The information on the nature of ownership or control

referred to in sub regulation (3)(1) is as specified in regulation 3(2).

(5) A company shall lodge with the Registrar a copy of its

register of beneficial owners in Form BOF1 set out in the First
Schedule in accordance with section 93A(3) of the Act.

(6) A company shall lodge with the Registrar the particulars of

change of its beneficial owners in Form BOF2 set out in the First
Schedule and shall pay the fees set out in the Second Schedule.
 Kenya Subsidiary Legislation, 2020 93

(7) A company shall file a notice of a person ceasing to be a

beneficial owner to the Registrar in Form BOF3 set out in the Second
Schedule in accordance with section 93A(4) of the Act and pay the fees
set out in the Third Schedule.

4. (1) A company shall give notice to a person it knows or has Company's duty
reasonable cause to believe that the person is a beneficial owner of a to investigate and
obtain beneficial
company, requiring the person to provide the particulars set out in owner particulars.
regulation 3(3).

(2) A person who receives a notice under this regulation shall

comply with the requirements of the notice not later than twenty one
days from the date of the notice.

(3) A person who receives a notice under sub regulation (1) is not
required to disclose any information in respect of which the Court has
directed not to be disclosed.

5. A company shall issue a warning notice to a person who Warning notice.

fails to comply with the provisions of regulation 4 and keep a copy of
the warning notice in its register of beneficial owners.
6. A warning notice issued under regulation 5 shall — Content of a
warning notice.
(a) specify the date on which the warning notice is issued and
the date of compliance;
(b) be accompanied by a copy of the notice issued under
regulation 4;
(c) require the person to comply with the notice issued under
regulation 4;
(d) state that it is proposing to restrict the relevant interest the
person holds in the company; and
(e) explain the effect of the restriction.
7. (1) A company shall restrict the relevant interest of a person
if the person has not complied with the warning notice within fourteen
days from the date of the warning notice.
(2) A company shall make a note in the company's register to
indicate the restriction issued under sub regulation (1).
(3) A company shall file a copy of the restriction issued under
this regulation with the Registrar within fourteen days from the date of
the issuance of the restriction.
8. Where a company restricts the relevant interest of a person it Content of a
shall notify the person affected by the restriction, in writing of the — restriction.

(a) date the warning notice under regulation 5 was issued;

(b) date on which the restriction was issued; and
(c) effect of the restriction.
 94 Kenya Subsidiary Legislation, 2020

9. The effect of a restriction issued under regulation 7 with Effect of

respect to a relevant interest is as follows— restriction.

(a) any transfer of the interest is void;

(b) no rights are exercisable in respect of the interest;
(c) no shares may be issued in right of the interest or in
pursuance of an offer made to the interest-holder;
(d) no payment may be made of sums due from the company in
respect of the interest.
10. (1) Where a notice issued under regulation 5 is complied Withdrawal of the
restriction.
with after the time specified in the notice, the company shall, within
fourteen days of compliance of the notice, withdraw the restriction
placed on the relevant interest of the beneficial owner.
(2) A company shall note in its register of beneficial owners—
(a) the date on which the withdrawal was issued;
(b) the date on which the company became required to withdraw
the restriction; and
(c) the person's relevant interest in the company.
(3) The company shall file a copy of the withdrawal issued under
this regulation with the Registrar within fourteen days from the date the
withdrawal was issued.
11. The company shall note in its register of beneficial owners Identification.
that it knows or has reasonable cause to believe that there is a
beneficial owner in relation to the company but—
(a) has not identified the beneficial owner;
(b) has not been able to obtain the beneficial owner particulars;
(c) has issued a warning notice which has not been complied
with;
(d) has issued a restriction notice; or
(e) there is a matter pending before court in relation to
beneficial ownership.
12. A person who discloses beneficial ownership information Offence.
the in any manner other than for the purpose for which such
information is obtained commits an offence and shall be liable upon
conviction to a fine not exceeding twenty thousand shillings or to
imprisonment for a period not exceeding six months, or to both.
13. (1) A company shall not use or disclose any information Disclosure of
about its beneficial owner, except — beneficial owner
information.
(a) for communicating with the beneficial owner concerned;
(b) in order to comply with any requirement of these
Regulations; or
 Kenya Subsidiary Legislation, 2020 95

(c) in order to comply with a court order.

(2) Notwithstanding sub regulation (1) information relating to a
beneficial owner may be disclosed with written consent of the
beneficial owner.
(3) The Registrar may use information relating to a beneficial
owner for communicating with the beneficial owner.
(4) Beneficial ownership information shall not be made
available to the public.
(5) Notwithstanding sub regulation (4), information relating to a
beneficial owner shall only be made available to a competent authority
upon a written request by the competent authority to the Registrar.
 96 Kenya Subsidiary Legislation, 2020

FIRST SCHEDULE
FORMS
FORM BOF] r.3(3)
REGISTER OF BENEFICIAL OWNERS*
[Section 93A of the Companies Act, 2015]
Name of company:
Number of company:
To the Registrar of Companies:
The above company hereby lodges the register of beneficial owners in accordance with
section 93A of the Companies Act, 2015 that the following person is a beneficial owner
of the company
Date that the person became a beneficial owner: / / [ddImmlyyyy]
BENEFICIAL OWNER
Full Name
Birth Certificate Number, National identity card
number or Passport number
Personal identification number
Nationality
Date of birth [dd/mm/yyyy]
Postal address
Business address
Residential address
Telephone number
Email address
Occupation or profession

NATURE OF OWNERSHIP OR CONTROL

Nature of ownership or € The percentage of shares a person holds in the company
control the beneficial
owner has in the El Directly % of shares
company
I] Indirectly % of shares

The percentage of voting rights a person holds in the

company

Directly % of voting rights

Indirectly % of voting rights

 Kenya Subsidiary Legislation, 2020 97

€ A person holds a right to appoint or remove a majority of

the board of directors of the company; and/or
CI Directly
Indirectly
€ A person exercises significant influence or control over the
company.
Directly
Indirectly

[Note: Please enter particulars of every beneficial owner in a separate form]

LINK OF BENEFICIAL OWNER WITH THE COMPANY IN INDIRECT
OWNERSHIP
Specify—
(a) Name of shareholder holding shares on behalf of the beneficial owner of the
company;
(b) Name of director appointed by the beneficial owner;

Lodged on behalf of the company by:

Name:
National identity
card number /
Passport number
Address:
Telephone number
Email address
Signature:
Capacity**:
Source***:
Date:

NOTES
This form is used to notify the Registry of the particulars of company b4efici
owners.
** Please indicate whether director, certified secretary or advocate of the company
*** Please indicate whether the information obtained was (a) provided by the beneficial
owner or their authorised representative; (b) taken from an official register; or (c)
provided by a third party not directly related to the beneficial owner.
 98 Kenya Subsidiary Legislation, 2020

FORM BOF2 r.3(4)

CHANGE OF BENEFICIAL OWNERS' PARTICULARS*
[Section 93A of the Companies Act, 2015]
Name of company:
Number of the company:

To the Registrar of Companies:

The above company hereby gives notice in accordance with section 93A of the
Companies Act, 2015, that the registered particulars** of the beneficial owners of the
company, as specified in column 1 of the table below, have changed as indicated in
column 2 of that table.
Column 1 Column 2
Name of the beneficial owner concerned Particulars of change

Lodged on behalf of the companyb :

Name:
National identity
card number /
Passport number
Telephone number
Postal Address:
Email address
Signature:
Capacity***:
Source****:
Date:

NOTES
This form is used to notify the Registry of changes in the particulars of company
beneficial owners.
 Kenya Subsidiary Legislation, 2020 99

** The particulars to be notified are of changes occurring in the company's register of

beneficial owners.
*** Please indicate whether director, certified secretary or advocate of the company.
**** Please indicate whether the information obtained was (a) provided by the beneficial
owner or their authorised representative; (b) taken from an official register; or (c)
provided by a third party not directly related to the beneficial owner.
FORM BOF3 r3(5)
NOTICE OF CEASING TO BE A BENEFICIAL OWNER*
[Section 93A of the Companies Act, 2015]
Name of company:
Number of the company:

To the Registrar of Companies:

The above company hereby gives notice in accordance with section 93A of the
Companies Act, 2015 that the beneficial owners of the company, as specified in column 1
of the table below, ceased to be beneficial owners of the company on the date(s) specified
opposite that/those name(s) in column 2 of that table.
Column 1 Column 2 Column 3
Name of the beneficial Date on which a person ceased to Reason(s) for cessation
owner concerned be a beneficial owner

1 1 [ddImmlyyyy]
1 l [ddImmlyyyy]
1 l [ddImmlyyyy]
1 l [ddImmlyyyy]
[ddImmlyyyy]

Lodged on behalf of the company by:

Name:
National identity
card number /
Passport number:
Telephone number
Postal Address:
Email address
Signature:
Capacity**:
Source***: ,--
 100 Kenya Subsidiary Legislation, 2020

Date:

NOTES
This form is used to notify the Registry when a person ceases to be a beneficial
owner.
**
Please indicate whether director, certified secretary or advocate of the company.
*** Please indicate whether the information obtained was (a) provided by the beneficial
owner or their authorised representative; (b) taken from an official register; or (c)
provided by a third party not directly related to the beneficial owner.
SECOND SCHEDULE
FEES ( r.4)
Item Fee (KSh)
Notice of ceasing to be a beneficial owner 500

Dated the 18th February, 2020.

P. KIHARA KARIUKI,
Attorney-General.

LEGAL NOTICE No. 13

THE KENYA TRADE NETWORK AGENCY ORDER, 2011
(L.N. No. 6 of 2011)
REVOCATION OF USER FEES ON THE KENYA NATIONAL ELECTRONIC
SINGLE SYSTEM
IN EXERCISE of powers conferred by paragraph 7 (2) (d) of
Kenya Trade Network Agency Order, 2010, the Kenya Trade Network
Agency, with the approval of the Cabinet Secretary for National
Treasury and Planning, revokes Legal Notice No. 203 of 2019 with
effect from the 14th February, 2020.
Dated the 14th February, 2020.
SULEIMAN SHAHBAL,
Chairman of the Board of Directors
of the Kenya Trade Network Agency.

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