The recent changes introduced by the Registrar of Companies (RoC) have implemented enhanced validation procedures on the online Business Registration Service (BRS) platform. These measures are intended to bolster governance controls and improve the integrity of filings relating to changes in Company Officials and Shareholding.
A key development is the introduction of mandatory electronic consent for a Director(s) being appointed or resigning from office and applications relating to the transfer of shares. This consent will be issued through the online BRS portal, which is accessed via the e-Citizen platform. The One Time Password (OTP) will be shared via the registered phone number and email address, provided to the RoC.
Process Overview: At a Glance
Once an application is lodged and reviewed by the BRS, an OTP and a secure link will be sent to the concerned individual(s) via their Registered Email Address or SMS (for Kenyan phone numbers). The individual(s) will be required to log into the online BRS platform to review the application and provide consent for the proposed changes. If there appears to be a delay in receiving the verification email, the recipient should check their spam or junk folder, as the email may have been filtered there.
For share transfers, both the transferor and the transferee will receive notifications prompting them to review and provide consent before the application is approved by the RoC.
These enhanced validation procedures apply to Kenyan citizens, foreign residents with alien cards, foreigners and corporate entities (through their nominated representatives). We wish to highlight that foreign parties will be required to create e‑Citizen visitor accounts, to enable them to receive the verification OTP and subsequently, provide the necessary consent, particularly where they are being appointed as Company Officials.
Please note that going forward, Directors and Shareholders will now be required to provide consent during the incorporation process as well.
A step-by-step guide has been provided by the BRS. You may access the guide using this link (Step by Step Guide).
Lastly, where an individual whose consent is required for an application lodged with the RoC refuses to provide that consent, the application will be rejected. In such cases, a new application must be lodged once the underlying issues have been resolved.
Our team is available to support you with BRS filings and the new electronic consent processes to mitigate potential delays or rejections.
