Do you want to register a charitable trust in Kenya?
Register a Charitable Trust in Kenya
A Charitable trust is an entity created to hold and manage assets for the benefit of others. Trusts can be established under the Trustees (Perpetual Succession) Act (“Trustees Act”) only for religious, educational, literary, scientific, social, athletic, or charitable purposes (Trustees Act Chapter 164, Section 3(1)). Charitable purposes may also be affected by forming a trust by way of a trust deed.
A charitable foundation under Kenyan law can be established as either a company limited guarantee or a charitable trust.
In order to give the trust its own “corporate” identity and enable it make arrangements under seal in much the same way as a limited company, the trust is thereafter registered under the Trustees (Perpetual Succession) Act whereupon A Certificate of Registration for the trust is granted. This enables the trust to sue and be sued. In its own name (as opposed to those of the trustees) and is especially useful where the trust wants to hold interest in movable and immovable property (i.e. land) in its name rather than in the individual trustees’ names. In addition, by Registering an organization as a trust, it may be possible to apply for charitable status.
Eligibility for charitable status is obtained once the trust complies with the requirements of Kenya Revenue Authority.
Requirements for registration of charitable trust.
- Trust Deed.
- Objectives of the Trust.
- Names of the Trustees in Full.
- Postal addresses of the Trustees.
- Proposed Physical address of the Trust. Address includes road, plot number, town, and county.
- Copy of ID / Passport of the Trustees.
- Passport photos of the Trustee.
- Copy of PIN certificate of the Trustees
Procedure for Registration of a Charitable Trust in Kenya.
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Preparation of trust deed
A trust deed must be prepared. It contains the name of the trust, the objectives of the trust, the names in full and addresses of the trustees including powers of the trustees to change and appoint other trustees.
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Stamp duty
The trust document duly signed by trustees is submitted for stamp duty.
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Registration under the Registry of Documents Act.
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Incorporation under the Perpetual Successions Act.
After registration under the registry of documents, a certified copy of trust deed and a petition for incorporation is lodged with the ministry of lands for incorporation of trust.
Why is it mandatory to appoint a company secretary in Kenya?
Company Secretary in Kenya
Company secretary in Kenya: With the increasing focus in recent years on corporate governance in Kenya, the role of the Company Secretary has grown in importance. In many ways, the secretary is now seen as the guardian of the company’s proper compliance with both the law and best practice.
Company secretaries are officers that assist in the administration of a company. All Public companies in Kenya are obliged to appoint qualified person(s) for the position of a company secretary. The directors of the company must ensure that the company secretary has requisite knowledge and experience to discharge functions of secretary of the company. Though, secretaries of private company are not necessarily required to have any experience.
A company secreatry can perform the following duties:
- Maintaining the company’s statutory registers or books
- Filing the company’s annual returns. The company secretary prepares and ensures timely lodgement of all returns that are required to be filed at the office of the registrar every year.
- Arranging meetings of the directors and the shareholders.This responsibility will involve the issue of proper notices of meetings, preparation of agenda, circulation of relevant papers and taking and producing minutes to record the business transacted at the meetings and the decisions taken.
- Informing the Company of any significant changes in the company’s structure or management, for example the appointment or resignation of directors.
- Establishing and maintaining the company’s registered office as the address for any formal communications. Ensuring that all the company’s business stationery carries its name, registered number, country of registration and registered address. These details must also appear on the company website, emails and order forms.
- Ensuring the security of the company’s legal documents, including for example, the Certificate of Incorporation and Memorandum and Articles of Association and Company Seal.
- Deciding on the company’s policy for the filing and retention of documents.
- A company secretary must send written notice of AGMs (Annual General Meetings) to the directors and shareholders usually 14 days in advance.
Conclusion:
Company law requires that every company should have a company secretary. It is permissible for one of the company’s directors to serve also as its secretary
A company secretary is the chief administrative officer of the company, responsible along with the directors for certain tasks under the Companies Act. The company secretary has power to enter into certain contracts on the company’s behalf, and may also have additional duties defined in the contract of employment.
In summary, the company secretary acts in accordance with the directors’ instructions and his/her main function is to oversee the company’s day to day administration and to ensure that the company complies with the law and observes its own obligations.
Do you need to Register a society, Club or Association in Kenya?
SOCIETY, CLUB AND ASSOCIATION REGISTRATION IN KENYA:
Society registration in Kenya compliance ensures that all societies must be registered by the registrar of societies. A society that is not registered or has applied for registration within twenty eight days of its formation shall not carry on any business without authorization by the Registrar. If such a society solicits for donations or contributions from members or from any other person without such authorization shall be conducting unlawful business.
The requirements for Society registration in Kenya are:
- A list of designated members ( 10 members minimum);
- The names, occupation and postal addresses of the officials Chairman, treasurer and secretary;
- Constitution of the society which must contain name, postal address and objects of the society;
- Application form A and B each in duplicate signed by three of the officers.
- Form A (application for registration of a society)
- Form B ( notification of address and registered office of a society)
Registration of a society procedures:
Name search.
A name search is conducted to determine whether proposed names are available for registration.
Preparation of the constitution and necessary forms.
The society’s constitution is prepared and Forms A and B are completed.
Lodging of the documents for registration purposes.
The duly filled forms and the constitution are there after lodged with the registrar of societies together with the prescribed fee.
Issuance of a certificate.
Once the application is approved a certificate of registration of society is issued. If the application does not comply with the societies rules a Notice of refusal is formally issued.
Every registered society shall furnish the Registrar annually, the Annual Returns of the previous year by latest 31st March by filing in the prescribed form I and at a prescribed fee based on the number of members.
Briantony International Consultants offers societies registration services. This service also applies to Clubs and Associations in Kenya. We provide you with Forms A and B and also a sample of the constitution. We also register societies within a short time. We also file annual returns for societies.
We offer registration services for
- Societies
- Associations
- Churches
- Private Members clubs
- Welfare societies Under the Registration of Societies Act
- Registration of Welfare groups in Kenya
- Registration of Self help groups in Kenya
Do you want help with access to Government Procurement Opportunities (AGPO) Certificate Registration?
Government Procurement Opportunities
Government Procurement Opportunities, The government of Kenya is in the process of registering and pre-qualifying Youth, Women and Persons with Disability owned enterprises so that they can access government tenders and contracts. This means that companies owned by Youth, Women and Persons with disabilities have to provide an Access to Government Procurement Opportunities (AGPO) certificate while participating in e-procurement.
Kenya Government procurement has moved online. This is facilitated by the Integrated Financial Management Information System (IFMIS). IFMIS is an initiative of the National Treasury aimed at enhancing efficiency and effectiveness in public Financial Management.
The National treasury has committed resources to ensure that all procurement of Ministries, departments, Agencies and counties in done electronically through e-procurement. The shift from manual to e-procurement makes public procurement efficient and effective. It will also enhance openness and accountability at all levels for the benefit of all suppliers.
For a business entity to qualify for AGPO registrations it must be registered with the registrar of companies and have at least seventy percent membership of youth, women or persons with disabilities and the leadership shall be one hundred percent youth, women and persons with disability, respectively. Briantony International consultants will assist you with Company registration and business name registration with the registrar of companies at an affordable price.
Other requirements include identity card(s) or passport(s), Business registration certificate or certificate of incorporation, Pin or VAT certificate, Partnership deed for partnership business, Memorandum or Articles of association and CR 12 mandatory for registered companies’ .For construction category a letter or certificate from the National Construction Authority, Energy Regulation Commission or any other authorized public technical body must be provided.
Briantony International Consultants offer company registration services and also ensure that you have an AGPO certificate required for e-procurement. Once you have obtained an AGPO certificate you will use it together with the Tax Compliance Certificate to register for IFMIS number and subsequently be able to log in to the Kenya suppliers Portal which enables direct and real-time access for responding to bid invitations and communicating directly with GOK procuring units.
Access to Government Procurement Opportunities
Registration of Local and international ( foreign ) NGOS in Kenya
NGOs Registration in Kenya (Local and Foreign)
NGOs Registration in Kenya, NGO is a private voluntary grouping of individuals or associations (NGOS), not operated for profit or for other commercial purposes but which have organized themselves nationally or internationally for the benefit of the public at large and for the promotion of social welfare, development, charity or research in the areas inclusive of, but not restricted to, health, relief, agriculture, education, industry and the supply of amenities and services. It can also be applied for registering a foundation in Kenya.
No NGO both local and international NGO can become a branch or affiliate of foreign organizations of political nature, except with prior consent of the NGO Coordination Board.
The procedures for registering both local and foreign NGOS are similar, only that in registering a foreign NGO some additional requirements are needed.
Procedure for registering a local and International, Foreign NGO.
- Before an application for registration is made, the applicant should submit the name of the NGO for approval from the Director of the Non-Governmental Organizations Board. This is done by filling Form 2 .
- Submit the completed form to the Registry for conducting the search.
- The registry will search and recommend the reservation of the NGO name.
- Submission of reserved NGO name to the Programmes Manager for approval.
- Fill Form 3 from to register the NGO after the name has been approved
- A notification of location of the office and the postal address of the proposed organization Form 1 signed by the three top officials of that proposed organization.
- The application for registration will be submitted to the Executive Director, NGOs Co-ordination Board, P.O Box 44617-00100, Nairobi Kenya
Required Documents
- A letter addressed to the Executive Director requesting for registration.
- Duly filled Form 3 (three copies) in original Forms.
- Duly filled Form 1 (one copy stating organization’s contact person).
- Two recent colored passport size photographs of three proposed officials and two other board members with the names of the 3 proposed officials and the 2 board members and organization written at the back
- Copy of NGO Name Reservation Form(Form 2) duly approved and paid for
- The Constitution of the proposed NGO/INGO (filed in Triplicate) and signed by both the proposed 3 officials and LISTING AT LEAST TWO (2) other board members (all the 3 constitutions MUST be signed by all the proposed board members on the execution page and by at least one of the proposed officials on each and every page)
- Minutes authorizing the filing of the application with a specific agenda and resolution to register the organization as an NGO with the NGO’S coordination board
- A notification of location of the office and the postal address of the proposed organization( Form 1).
Prototype Constitution of an NGO-Kenya or NGO constitution sample Kenya:
This prototype constitution is for guidance purposes only. However, whatever Constitution an NGO will adopt, it should provide sufficiently in principle for Management and Structure, Accountability and Transparency in its operations. Such a constitution must embody and include the prescriptions of the Second Schedule of the Non-Governmental Organization Regulations, 1992. Further include the mandatory clauses as marked out in this prototype constitution.
Additional requirements for foreign NGO registration:
- The organization has to furnish the constitutions of its other branches around the world.
- One out of three officials of the Kenya branch must be a Kenyan citizen.
- The officials must be of outstanding character.
- A notarized certificate of registration outside Kenya.