AUM GANESHAY NAMAH
AUM SAI RAM
Understanding Beneficial Ownership?
Section 93A of the Companies Act introduced mandatory beneficial ownership registers for private companies. The Companies (Beneficial Ownership Information) Regulations of 2020 were promulgated to bring this provision into effect. A beneficial owner (‘BO) is a person who owns or controls an entity. Only a natural person can be a BO. Under Regulation 3(2), a BO is one who meets either of the following requirements:
1. Shareholding: holds at least 10% of the company’s issued shares directly or indirectly. Indirect shareholding is where one holds shares in a company through a proxy or intermediary.
2. Voting rights: exercises at least 10% of the voting rights in the company either directly or indirectly.
3. Power to appoint or remove a director: holds a right, directly or indirectly, to appoint or remove a director of the company.
4. Significant influence or control: directly or indirectly participates in finance matters or financial policies of a company, whether or not they have control over them
Procedure For Registration Of Beneficial Owners
1 Log into e-citizen. Under ‘National Services’, select Business Registration Service. 2 Under ‘My Businesses’, select the company. 3 Click on ‘enter beneficial owners’. 4 Fill in the requisite details. 5 Add shareholding and voting rights as applicable. 6 Select complete. 7 Download forms for signing. 8 After signing, scan and upload the signed forms. 9 Review the application to verify the details entered are correct 10 Select finish.
Details That Will Be Required
1 Identification details: Name, I.D/birth certificate/passport number 2 Contact details: postal address, phone number, residential address, email address 3 Personal details: KRA Pin, nationality, date of birth, occupation 4 Date when they became a Beneficial Owner 5 Date when they ceased being a B.O 6 The Registrar may further require any other relevant details
Penalties On Non-Compliance
- A fine not exceeding Kshs. 500,000
- A fine of Kshs. 50,000 daily after the deadline
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