Business Registration Service Act

Section 1. Short title Section This Act may be cited as the Business Registration Service Act.

Section 2. Interpretation Section In this Act, unless the context otherwise requires— “Board” means the Board of Directors established by section 5 ; “Cabinet Secretary” means the Attorney-General; "Chairperson” means the Chairperson of the Board appointed under section 5 ; "Director-General" means the Director-General of the Service appointed under section 17 ; “member” means a member of the Board appointed under section 5 ; "Registrar-General" deleted by ActNo. 11 of 2017, Sch.; "Service" means the Business Registration Service established under section 3 . [Act No. 11 of 2017 , Sch.]

Section 3. Establishment of the Service Section 3(1) There is established the Business Registration Service. Section 3(2)(a) suing and being sued; Section 3(2)(b) purchasing or otherwise acquiring, holding, charging and disposing of movable and immovable property; Section 3(2)(c) borrowing money; and Section 3(2)(d) doing or performing all such other things or acts as may be necessary for the proper performance of its functions under this Act, which may lawfully be done by a body corporate. Section 3(3) The headquarters of the Service shall be in the capital city but the Service shall establish branches in every County in Kenya to ensure reasonable access of its services.

Section 4. Functions of the Service Section 4(1) The Service shall, under the general supervision of the Cabinet Secretary, be responsible for the implementation of policies, laws and other matters relating to the registration of Companies, partnerships and firms, individuals and corporations carrying on business under a business name, bankruptcy, hire-purchase, and security rights. Section 4(2)(a) carry out all registrations required under this Act; Section 4(2)(b) maintain registers, data and records on registrations carried out by the Service; Section 4(2)(c) implement relevant policies and guidelines and provide the Cabinet Secretary with the necessary information to guide the formulation of policy and amendment of existing policy and guidelines; Section 4(2)(d) carry out research and disseminate research findings in the fields covered by the relevant laws through seminars, workshops, publications or other means and to recommend to the Government any improvements in the relevant laws; Section 4(2)(e) collaborate with other state agencies for the effective discharge of its functions; Section 4(2)(f) charge fees for any service performed by the Service; and Section 4(2)(g) perfor...

Section 5. The Board of the Service Section 5(1) The Service shall be governed by a board of directors. Section 5(2)(a) a Chairperson; Section 5(2)(b) the Solicitor-General or his representative; Section 5(2)(c) the Principal Secretary in the Ministry for the time being responsible for matters relating to business reforms and transformation or his representative; Section 5(2)(d) the Principal Secretary in the National Treasury or his representative; Section 5(2)(e) four other members; and Section 5(2)(f) the Director-General, who shall be an ex officio member. Section 5(3) The Chairperson and the members of the Board referred to in subsection (2)(e) shall be appointed by the Cabinet Secretary from among persons who have knowledge and proven experience in matters relating to this Act. [Act No. 11 of 2017 , Sch, Act No. 1 of 2020 , s. 28.]

Section 6. Tenure of members of the Board Section 6(1)(a) for a term of three years but shall be eligible for re-appointment for one further term; and Section 6(1)(b) on such terms and conditions as may be determined by the Cabinet Secretary. Section 6(2)(a) dies; Section 6(2)(b) is absent from three consecutive meetings of the Board without reasonable cause; Section 6(2)(c) resigns from office by notice in writing addressed to the Cabinet Secretary; Section 6(2)(d) is unable to perform the functions of the office arising out of physical or mental infirmity; Section 6(2)(e) is negligent or incompetent in the performance of his or her functions; Section 6(2)(f) is adjudged or otherwise declared bankrupt under any law in force in Kenya; Section 6(2)(g) violates Chapter Six of the Constitution; or Section 6(2)(h) is convicted of a criminal offence and sentenced to imprisonment for a term of not less than six months.

Section 7. Functions of the Board Section formulate and review the policies of the Service;

Section 8. Powers of the Board Section control, supervise and administer the assets of the Service in such manner as best promotes the functions for which the Service is established;

Section 9. Meetings of the Board Section 9(1) The Board shall conduct its business and affairs in accordance with the Schedule. Section 9(2) Except as provided in the Schedule, the Board may regulate its own procedure. Section 9(3) The Board may co-opt any person to attend any of it meetings but that person shall not vote at such meeting.

Section 10. Remuneration of members of the Board Section The Chairperson, members of the Board and staff of the Service shall be paid such remuneration or allowances as the Cabinet Secretary may, in consultation with the Salaries and Remuneration Commission, determine.

Section 11. Delegation by the Board Section The Board may, by resolution either generally or in any particular case, delegate to any committee of the Board or to any member, officer, employee or agent of the Board, the exercise of any of the powers or the performance of any of the functions or duties of the Board under this Act or under any other written law.

Section 12. Vacancy not to affect proceedings Section The validity of any proceedings of the Board shall not be affected by any vacancy among its members or by any defect in the appointment of any member or by the fact that a person who was not entitled to do so took part in the proceedings of the Board.

Section 13. Committees of the Board Section 13(1) The Board may establish such committees as it shall consider necessary for the efficient performance of its functions under this Act. Section 13(2) The Board may co-opt into the membership of a committee established under subsection (1) , any person whose knowledge and skills are considered necessary for the effective discharge of the functions of the Board.

Section 14. Engagement of experts and consultants Section 14(1) The Board may, on the advice of the Registrar-General engage the service of experts and consultants in respect of any of the functions of the Service. Section 14(2) An expert or consultant engaged under this section may be paid such fees and allowances as the Board may determine.

Section 15. Protection from Personal liability Section No matter or thing done by a member of the Board or any officer, employee or agent of the Board shall, if the matter or thing is done bona fide for executing the functions, powers or duties of the Board, render the member, officer, employee or agent or any person acting on his directions personally liable to any action, claim or demand.

Section 16. Liability of the Board for damages Section The provisions of section 15 shall not relieve the Board of the liability to pay compensation or damages to any person for an injury to him, his property or any of his interests caused by the exercise of the powers conferred on the Board by this Act or by any other written law or by the failure, whether wholly or partially, of any works.

Section 17. Director-General Section The Board shall appoint a Director-General on such terms and conditions as may be specified in the instrument of appointment. [Act No. 11 of 2017 , Sch.]

Section 18. Appointment of Director-General Section 18(1)(a) is an advocate of the High Court of not less than ten years standing. Section 18(1)(b) has at least five years' working experience at a senior management position in public affairs or in a commercial environment. Section 18(1)(c) meets the requirements of Chapter Six of the Constitution. Section 18(2) The Board shall, through an open, transparent and competitive process, appoint a suitably qualified person to be the Director-General. Section 18(3) The Director-General shall hold office for a term of four years and shall be eligible for re-appointment for one further term. Section 18(4) The Director-General shall, in the performance of the functions and duties of office, be responsible to the Board. Section 18(5)(a) the chief executive officer of the Service; Section 18(5)(b) the accounting officer of the Service; Section 18(5)(c) implementation of the decisions of the Board; Section 18(5)(c)(i) implementation of the decisions of the Board; Section 18(5)(c)(ii) formulation and development of an efficient administration; Section 18(5)(c)(iii) organisation, control and management of the members of staff of the Service; Secti...

Section 19. Removal of Director-General Section 19(1)(a) inability to perform the functions of the office arising out of physical or mental infirmity; Section 19(1)(b) gross misconduct; Section 19(1)(c) incompetence or negligence of duty; Section 19(1)(d) violation of the Constitution; or Section 19(1)(e) failure to perform in accordance with agreed targets. Section 19(2)(a) inform the Director-General in writing of the reasons for the intended removal; and Section 19(2)(b) give the Director-General an opportunity to be heard in accordance with the principle of fair administrative action prescribed under Article 47 of the Constitution.

Section 20. Appointment of staff Section 20(1) The Service may appoint such directors and other staff as may be necessary for the proper discharge of its functions under this Act, on such terms and conditions of service as the Board may determine. Section 20(2) The Public Service Commission may, on the request of the Board, second to the Service such number of public officers as may be necessary for the performance of the functions of the Service. Section 20(3) A public officer who is seconded to the Service shall, during the period of secondment, be deemed to be an officer of the Service and shall be subject only to the direction and control of the Board. [Act No. 11 of 2017 , Sch.]

Section 21. Delegation powers of Director-General Section The Director-General may, with the approval of the Board, delegate in writing any of his or her functions under this Act or any other written law to any other officer or member of staff on the terms specified in the instrument of delegation. [Act No. 11 of 2017 , Sch.]

Section 22. The common seal of the Board Section 22(1) The Common seal of the Board shall be kept in such custody as the Board shall direct and shall not be used except on the order of the Board. Section 22(2) The affixing of the common seal shall be authenticated by the Chairperson or any other person authorized in that behalf by a resolution of the Board. Section 22(3) The common seal of the Board when affixed to a document and duly authenticated shall be judicially and officially noticed and unless the contrary is proved, any necessary order or authorization of the Board under this section shall be presumed to have been duly given.

Section 21A. Information sharing Section 21A(1) The Director-General of the Business Registration Service shall immediately upon the incorporation or registration of a business whose purpose and object is to undertake manufacturing business submit particulars of the information on the business to the Kenya Bureau of Standards for purpose of section 5A of the Standards Act ( Cap. 496 ). [ Act No. 20 of 2024 , s. 36.]

Section 23. Funds of the Service Section money allocated by Parliament for the purposes of the Service;

Section 24. Financial year Section The financial year of the Service shall be the period of twelve months commencing on the first of July and ending on the thirtieth of June of the subsequent year.

Section 25. Annual estimates Section 25(1) At least three months before the commencement of each financial year, the Board shall cause to be prepared estimates of the revenue and expenditure of the Service for that year. Section 25(2)(a) payment of remuneration in respect of the members and staff of the Service; Section 25(2)(b) payment of pensions, gratuities and other charges in respect of benefits which are payable to the staff of the Service; Section 25(2)(c) maintenance of buildings and grounds of the Service; Section 25(2)(d) maintenance, repair and replacement of equipment and other property of the Service; Section 25(2)(e) funding of training, research and development activities of the Service; Section 25(2)(f) creation of such funds to meet future or contingent liabilities in respect of benefits, insurance or replacement of buildings or installations, equipment and in respect of such other matters as the Board may think fit; and Section 25(2)(g) any other expenditure necessary for purposes of this Act. Section 25(3) The annual estimates shall be approved by the Board before the commencement of the financial year to which they relate and shall be submitted to the Cabinet Se...

Section 26. Accounts and audit Section 26(1) The Board shall cause to be kept all proper books and records of account of the income, expenditure, assets and liabilities of the Service. Section 26(2) The annual accounts of the Service shall be prepared, audited and reported upon in accordance with the Public Audit Act ( Cap. 412B ).

Section 27. Investments of funds Section 27(1) The Board may invest any of its funds in securities in which, for the time being, trustees may by law invest trust funds, or in any other securities that the National Treasury may, from time to time, approve for that purpose. Section 27(2) The Service may place on deposit with such bank or banks as it may determine, any money not immediately required for the purposes of the Board. [Act No. 11 of 2017 , Sch.]

Section 28. Annual report Section 28(1) The Board shall prepare an annual report for each financial year. Section 28(2) The Board shall submit the annual report to the Cabinet Secretary for onward transmission to the National Assembly three months after the end of the year to which it relates. Section 28(3)(a) the financial statements of the Service; Section 28(3)(b) a description of the activities of the Service; Section 28(3)(c) such other statistical information as the Board may consider appropriate relating to the functions of the Service; Section 28(3)(d) the impact of the exercise of the mandate or functions of the Service; Section 28(3)(e) the progress and the welfare of the members of staff of the Service, including matters relating to housing, insurance, safety equipment and the conditions of service; Section 28(3)(f) the gender, regional and ethnic diversity in the Service; and Section 28(3)(g) any other information relating to the functions of the Service that the Board considers necessary. Section 28(4) The Board shall publish the annual report and shall publicize the report in such manner as the Board may determine. [Act No. 11 of 2017 , Sch.]

Section 29. Offences Section 29(1)(a) obstruct, hinder or threaten a member of staff of the Service acting under this Act; Section 29(1)(b) knowingly submit false or misleading information to the Service; or Section 29(1)(c) knowingly misrepresent anything to mislead a person acting under the Authority of the Service under this Act. Section 29(2) A person who contravenes subsection (1) commits an offence and is on conviction liable to a fine not exceeding five hundred thousand shillings or to imprisonment for a term not exceeding three years or to both.

Section 30. Regulations Section The Cabinet Secretary may make regulations generally for the better carrying into effect of the provisions of this Act.

Section 31. Secondment of staff Section 31(1) Subject to subsection (2) , all persons who, immediately before the commencement of this section were members of the Department of the Registrar-General engaged in the activities of the Service as set out in section 4(1) shall upon such commencement, be deemed to be on secondment to the Service. Section 31(2)(a) such persons opting to remain in the service of the Service ; and Section 31(2)(b) such terms and conditions of service (not being to the disadvantage of such persons) as may be agreed with the Service. Section 31(3)(a) retire from the service of the Government; or Section 31(3)(b) in cases where the employee has not reached retirement age, be redeployed within the public service. Section 31(4) Where an employee enters into an agreement with the Service under subsection (2) , his service with the Government shall be deemed to be terminated without the right to severance pay but without prejudice to all other remuneration and benefits payable upon the termination of his appointment with the Government. [Act No. 11 of 2017 , Sch.]

Section 32. Transfer of assets and liabilities Section All property, except such property as the Cabinet Secretary may specify in writing, which, immediately before the commencement of this Act, was vested in the Government for the use of the Department of the Registrar-General in performing the services set out under section 4(1) for the purposes of giving effect to the relevant laws, shall, on the date of commencement of this Act, vest in the Service subject to all interests, liabilities, charges, obligations and trusts affecting that property. [Act No. 11 of 2017 , Sch.]

Section 33. Pending proceedings and claims Section All legal proceedings and claims pending in respect of actions and activities to which the relevant laws apply shall be continued or enforced by or against the Service in the same manner as they would have been continued or enforced by or against the Government had this Act not been enacted.