Certified Public Secretaries of Kenya Act

Section 1. Short title Section This Act may be cited as the Certified Public Secretaries of Kenya Act.

Section 2. Interpretation Section 2(1) In this Act, unless the context otherwise requires— "certified public secretary" means a person registered as a certified public secretary under section 19 ; "Chairperson of the Board" means the Chairperson of the Registration of Certified Public Secretaries Board appointed by the Cabinet Secretary under the Third Schedule; "Chairperson of the Institute" means the Chairperson of the Institute and includes a person appointed under paragraph 2 of the First Schedule to act as Chairperson; "company secretary" means a certified public secretary; "Council" means the Council of the Institute established by section 8 ; "Disciplinary Committee" means the committee established under section 25 ; "Examination Board" means the Kenya Accountants and Secretaries National Examinations Board established by section 14 of the Accountants Act ( Cap. 531 ); "Institute" means the Institute of Certified Public Secretaries of Kenya established by section 3 ; "practising certificate" means a practising certificate issued by the Registration Board pursuant to section 14 ; "register" means the register kept pursuant to section 22 ; "Registration Board" means the Regist...

Section 3. Establishment of the institute Section 3(1) There shall be established an Institute to be known as the Institute of Certified Public Secretaries of Kenya. Section 3(2)(a) shall be a body corporate; Section 3(2)(b) shall have a common seal which shall be kept in such manner as the Council directs; Section 3(2)(c) may acquire, hold and dispose of property; and Section 3(2)(d) may sue and be sued in its corporate name. Section 3(3) All courts, judges and other persons acting judicially shall take judicial notice of the seal of the Institute affixed to a document and shall presume that it was duly affixed. Section 3(4) The Provisions of the First Schedule shall have effect with respect to the Institute.

Section 4. Membership of the Institute Section 4(1) Each person who is registered is a member of the Institute. Section 4(2)(a) Fellows (comprising those persons who become fellows pursuant to an invitation under subsection (3) of this section and section 5 ) each of whom shall be titled "Fellow of the Institute of Certified Public Secretaries of Kenya" (designatory letters F.C.P.S. (Kenya)); and Section 4(2)(b) Members (comprising those members of the Institute who are not Fellows) each of whom shall be titled "Member of the Institute of Certified Public Secretaries of Kenya" (designatory letters C.P.S. (Kenya). Section 4(3) Where the Council considers that a member of the Institute has rendered outstanding service to the secretarial profession, the Council may invite the member to become a Fellow. Section 4(4) Members of the Institute shall pay such fees and subscriptions as the Council may determine under section 8(3) .

Section 5. Honorary Fellows Section 5(1) Where the Council considers that a person (not being a member of the Institute) has rendered special services to the Institute or the secretarial profession, the Council may invite the person to become an Honorary Fellow of the Institute. Section 5(2) An Honorary Fellow shall not be a member of the Institute.

Section 6. Chairperson of the Institute Section There shall be a Chairperson of the Institute who shall be elected in the manner provided in paragraph 1 of the First Schedule.

Section 7. Functions of the Institute Section to promote standards of professional competence and practice amongst members of the Institute;

Section 8. The Council Section 8(1) The Institute shall be governed by a council to be known as the Council of the Institute. Section 8(2) Subject to this Act, all acts and things done in the name of, or on behalf of, the Institute by the Council or with the authority of the Council shall be deemed to have been done by the Institute. Section 8(3) The fees and subscriptions payable from time to time by members of the Institute shall be determined by the Council. Section 8(4) The provisions of the Second Schedule shall have effect with respect to the Council.

Section 9. Constitution of the Council Section 9(1)(a) the Chairperson; Section 9(1)(b) nine members of the Institute elected in the manner provided in paragraph (1) of the Second Schedule; and Section 9(1)(c) one member appointed pursuant to subsection (2) . Section 9(2) The Cabinet Secretary may appoint one member of the Council.

Section 10. Secretary to the Council Section 10(1) There shall be a secretary to the Council who shall be appointed by the Council. Section 10(2) The secretary to the Council shall hold and vacate the office of the secretary in accordance with terms of the instrument of his appointment to that office. Section 10(3) In addition to the functions which he is required to exercise and perform by or under this Act, the secretary to the Council shall exercise and perform such functions as the Council may, from time to time, determine.

Section 11. The Registration Board Section 11(1) There shall be a board to be known as the Registration of Certified Public Secretaries Board. Section 11(2)(a) shall be a body corporate; Section 11(2)(b) shall have a common seal which shall be kept in such manner as the Registration Board directs; Section 11(2)(c) may acquire, hold and dispose of property; and Section 11(2)(d) may sue and be sued in its corporate name. Section 11(3) All courts, judges and other persons acting judicially shall take judicial notice of the seal of the Registration Board affixed to a document and shall presume that it was duly affixed. Section 11(4) The provisions of theThird Schedule shall have effect with respect to the Registration Board.

Section 12. Constitution of the Registration Board Section 12(1)(a) four shall be nominated by the Council; Section 12(1)(b) one shall be nominated by the Examination Board; Section 12(1)(c) one shall be nominated by the Cabinet Secretary for the time being responsible for Commerce; Section 12(1)(d) one shall be the secretary to the Commission for Higher Education or a person nominated by him; Section 12(1)(e) one shall be the Director of Personnel Management or a person nominated by him; Section 12(1)(f) one shall be nominated by the Cabinet Secretary for the time being responsible for Finance. Section 12(2) The members of the Registration Board appointed pursuant to subsection (1) (a) and (b) shall be nominated from amongst the members of the Institute. [ Act No. 14 of 1991 , Sch., Act No. 11 of 1992 , Sch.]

Section 13. Registrar of the Registration Board Section 13(1) The Cabinet Secretary shall appoint a public officer to be the registrar of the Registration Board. Section 13(2) The Registrar of the Registration Board shall hold and vacate the office of the Registrar in accordance with the terms of the instrument of his appointment to that office. Section 13(3) The Registrar of the Registration Board may attend meetings of the Registration Board and may, with the consent of the person presiding at a meeting, take part in the deliberations on any matter arising at the meeting, but he shall not be entitled to vote on any such matter. Section 13(4) In addition to the functions which he is required to exercise and perform by or under this Act, the Registrar of the Registration Board shall exercise and perform such functions as the Registration Board may, from time to time, determine.

Section 7A. Powers of Institute for anti-money laundering and countering for financing of terrorism purposes Section 7A(1) Pursuant to sections 2A , 36A , 36B and 36C of the Proceeds of Crime and Anti-Money Laundering Act , the Institute shall regulate, supervise and enforce compliance for anti-money laundering, combating the financing of terrorism and countering proliferation financing purposes by all reporting institutions regulated and supervised by the Institute and to whom the provisions of the Proceeds of Crime and Anti-Money Laundering Act ( Cap. 59A ) apply. Section 7A(2)(a) vet proposed members of a reporting institution; Section 7A(2)(b) conduct onsite inspection; Section 7A(2)(c) conduct offsite surveillance; Section 7A(2)(d) undertake consolidated supervision of a member of the Institute; Section 7A(2)(e) compel the production of any document or information the Institute may require for the purpose of discharging its supervisory mandate under the Proceeds of Crime and Anti-Money Laundering Act ( Cap. 59A ); Section 7A(2)(f) impose monetary, civil or administrative sanctions for violations related to anti-money laundering, combating the financing of terrorism or counteri...

Section 7B. Penalties for violations relating to money laundering and terrorism financing Section 7B(1) No member of the Institute or a member, director, officer, employer, agent or any other person in the Council, Registration Board or the Examination Board shall violate or fail to comply with the regulations, guidelines, directions, rules or instructions issued for anti-money laundering, combating the financing of terrorism and countering proliferation financing purposes. Section 7B(2)(a) in case of a legal person, to a penalty not exceeding five million shillings; Section 7B(2)(b) in the case of a natural person, to a penalty not exceeding one million shillings; and Section 7B(2)(c) to additional penalties not exceeding one hundred thousand shillings in each case for each day or part thereof during which such violation or non-compliance continues.

Section 14. Practising certificate Section 14(1) After the expiration of twelve months or such longer period as the Cabinet Secretary may declare by notice in the Gazette after the commencement of this Act, no person shall practise as a certified public secretary unless he is the holder of a practising certificate that is in force. Section 14(2) Any person who contravenes subsection (1) shall be guilty of an offence and liable on conviction to a fine not exceeding six thousand shillings or to imprisonment for a period not exceeding one year or to both.

Section 15. Practising as a certified public secretary Section 15(1)(a) he engages in the public practice of secretaryship or performs the statutory duties of a certified public secretary or holds himself out to the public as a person entitled to do so; Section 15(1)(b) he offers to perform or performs services involving the submission of official and statutory returns of companies and trading organizations; Section 15(1)(c) he offers to perform or performs services involving the certification of statutory returns or records related to statements; or Section 15(1)(d) he engages in any practice, or performs or offers to perform any services, which may be prescribed. Section 15(2) A salaried employee of the Government, a local authority or of any other person does not practise as a certified public secretary by reason only of doing, in his capacity as such employee, any of the acts referred to in subsection (1) .

Section 16. Application for practising certificate Section 16(1) A person wishing to obtain a practising certificate shall apply to the Registration Board. Section 16(2) An application for a practising certificate shall be in the prescribed form and shall be accompanied by the prescribed fee. Section 16(3) Any person who, in any application for a practising certificate wilfully makes a false or misleading statement shall be guilty of an offence and liable to a fine not exceeding three thousand shillings or imprisonment for a term not exceeding six months or to both. [ Act No. 14 of 1991 , Sch.]

Section 17. Issue of practising certificate Section 17(1)(a) he is registered; Section 17(1)(b) he has received from a certified public secretary who is the holder of a practising certificate instructions of such a nature and for such period as may be prescribed; and Section 17(1)(c) he meets such other requirements as may be prescribed and, if not so satisfied, shall refuse the application. Section 17(2) A practising certificate issued to any person remains the property of the Registration Board. [ Act No. 11 of 1992 , Sch.]

Section 18. Duration of practising certificate Section 18(1) A practising certificate remains in force unless it ceases to be in force under subsection (2) , (4) or (5) . Section 18(2) A practising certificate issued to any person ceases to be in force if that person ceases to be registered. Section 18(3) Where a practising certificate issued to any person ceases under subsection(2) to be in force, that practising certificate does not come into force again if the person is subsequently registered: Provided that a practising certificate will come into force if the registration of the person is restored pursuant to subsection (5) or (6) of section 23 . Section 18(4) Subject to section 29(3)(b) , a practising certificate ceases to be in force during any period when it is suspended pursuant to section 28(1)(e) or, if that period is varied on appeal under section 29 , during the period as so varied. Section 18(5) A person may surrender to the Registration Board a practising certificate issued to him and in that event the certificate ceases to be in force. Section 18(6) Where a practising certificate ceases to be in force under subsection (2) , the person to whom the certificate was issu...

Section 19. Application for registration Section 19(1) A person wishing to be registered as a certified public secretary shall apply to the Registration Board. Section 19(2) An application to be registered as certified public secretary shall be in the prescribed form and shall be accompanied by the prescribed fee. Section 19(3)(a) he is of or above the age fixed by the Registration Board pursuant to subsection (4) ; Section 19(3)(b) he is qualified to be registered; and Section 19(3)(c) he is not disqualified from being registered. Section 19(4) The Registration Board shall fix, by notice in the Gazette , the age at which a person wishing to be registered must have attained. Section 19(5) A person who, in an application to be registered, wilfully makes a false or misleading statement shall be guilty of an offence and liable to a fine not exceeding three thousand shillings or to imprisonment for a period not exceeding six months or to both. [ Act No. 11 of 1992 , Sch.]

Section 20. Qualification Section 20(1)(a) he has been awarded by the Examinations Board a certificate designated the Final Certificate of the Certified Public Secretaries Examination; Section 20(1)(b) he holds a qualification approved under subsection (2) by the Registration Board; Section 20(1)(c) he is, on the 30th June, 2002, both a citizen of Kenya and a member of the professional body known as the Institute of Chartered Secretaries and Administrators; Section 20(1)(d) he is, on the 30th June, 2002, both ordinarily resident in Kenya and a member of the professional body known as the Institute of Chartered Secretaries and Administrators; Section 20(1)(e) he is, at the commencement of this Act, registered as an accountant under section 24(1) of the Accountants Act ( Cap. 531 ); or Section 20(1)(f) he is, on the 30th June, 2002, an advocate of the High Court of Kenya. Section 20(2) The Registration Board may, by notice in the Gazette , approve qualifications which it considers sufficient to allow a person to be registered, and may, in like manner, withdraw any such approval. Section 20(3) Notwithstanding subsections (1) and (2) , the Registration Board may require a person making...

Section 21. Disqualifications Section 21(1)(a) if he is convicted by a court of competent jurisdiction in Kenya or elsewhere of an offence involving fraud or dishonesty; Section 21(1)(b) if he is an undischarged bankrupt; Section 21(1)(c) if he is of unsound mind and has been certified to be so by a medical practitioner; or Section 21(1)(d) if during any period when the Registration Board has determined under section 28(1)(d) that he shall not be registered or during any such period as varied by the High Court under section 29 . Section 21(2)(a) the period which has elapsed since the conviction concerned; or Section 21(2)(b) the circumstances of the offence, Section 21(3) A person shall not be treated as disqualified under subsection (1)(b) if the Registration Board is satisfied that the bankruptcy of the person concerned arose as a result of unavoidable losses or misfortunes. Section 21(4) A person shall not be treated as being disqualified under subsection (1)(d) if the High Court allows an appeal under section 29 .

Section 22. Registration Section 22(1)(a) the name of any person whose application under section 19 is approved; Section 22(1)(b) the fact that a practising certificate is issued to any person or that any such certificate ceases to be in force under this Act; Section 22(1)(c) particulars of the cancellation under this Act of the registration of any person; Section 22(1)(d) the fact that the registration of any person is restored under this Act; and Section 22(1)(e) such other matters as the Registration Board may determine. Section 22(2) The registrar of the Registration Board may cause to be made such alterations in the register as are necessary to ensure that the matters recorded therein are accurate. Section 22(3)(a) any member of the police force or any public officer acting in the course of his duty; or Section 22(3)(a)(i) any member of the police force or any public officer acting in the course of his duty; or Section 22(3)(a)(ii) any person authorized by the registrar of the Registration Board; or Section 22(3)(b) on payment of such fee as may be prescribed, by any other person. Section 22(4) The register shall be received in proceedings before any court or tribunal as evide...

Section 23. Cancellation of registration Section 23(1)(a) a determination that the registration of the member be cancelled is made under section 28(1) ; Section 23(1)(b) any circumstances arise which, if the member were other than a person applying for registration, would disqualify him under section 21 from being registered; or Section 23(1)(c) the Registration Board is required under subsection (4) to do so. Section 23(2) The Registration Board shall not cancel the registration of a member of the Institute under subsection (1)(b) unless it has afforded to the member an opportunity to show cause why his registration should not be cancelled. Section 23(3) Subsections (2) and (3) of section 21 shall apply in relation to the cancellation of the registration of a member of the Institute under subsection (1)(b) as they apply for the purpose of determining whether or not a person is disqualified from being registered. Section 23(4) The Council may require the Registration Board to cancel the registration of a member of the Institute who fails to comply with the requirement of section 4(4) . Section 23(5) When the registration of a member of the Institute is cancelled under subsection (1...

Section 18A.[Deleted byAct No. 9 of 2000, s. 122.]

Section 18B. Licensing of dual occupations Section 18B(1) Where any person to whom section 18A applies carries on more than one professional occupation at the same time, such person shall elect in writing which of such occupations shall be deemed to be his primary occupation. Section 18B(2) A person to whom subsection (1) applies shall only be required to obtain an annual licence in respect of his primary occupation to the intent that no such person shall obtain more than one annual licence in any one year. [ Act No. 7 of 1990 , Sch.]

Section 24. Professional misconduct Section 24(1) The Cabinet Secretary may, on the advice of the Council and the Registration Board, regulate the professional conduct of the members of the Institute. Section 24(2)(a) he allows any person to practise in his name as a certified public secretary unless such person is the holder of a practising certificate and is in partnership with him or employed by him; Section 24(2)(aa) deleted byAct No. 9 of 2000, s. 123 ; Section 24(2)(b) he enters, for the purpose of or in course of practising as a certified public secretary, into partnership with a person who does not hold a practising certificate or secures any professional business through the services of such a person or by means not open to a certified public secretary; Section 24(2)(c) he pays or allows or agrees to pay or allow directly or indirectly, to any person (other than a person who holds a practising certificate, is a retired partner or the legal representative of such a partner) any share, commission or brokerage out of the fees for, or profits of, his professional services; Section 24(2)(d) he discloses information acquired in the course of professional engagement to any person...

Section 25. The Disciplinary Committee Section 25(1) There shall be a committee to be known as the Disciplinary Committee. Section 25(2) The Disciplinary Committee shall consist of not less than three or more than five members who shall be appointed by the Council and the quorum of any meeting of such committee shall be three. Section 25(3) There shall be a Chairperson of the Disciplinary Committee who shall be appointed by the Council. Section 25(4) Subject to this section, a member of the Disciplinary Committee holds office for three years and is eligible for reappointment. Section 25(5) The Council may, at any time, with or without cause, terminate the appointment of a member of the Disciplinary Committee or terminate the appointment of a member as Chairperson of the committee. Section 25(6) Where a member of the Disciplinary Committee is unable to exercise and perform his functions the Council may appoint a person to replace the member for such period as may be necessary.

Section 26. Inquiry by the Disciplinary Committee Section 26(1) Where the Council has reason to believe that a member of the Institute may have been guilty of professional misconduct it shall refer the matter to the Disciplinary Committee which shall inquire into the matter. Section 26(2) The provisions of the Fourth Schedule shall have effect with respect to an inquiry by the Disciplinary Committee pursuant to subsection (1) .

Section 27. Recommendations after inquiry Section 27(1)(a) that no further action be taken against the member; Section 27(1)(b) that the member be reprimanded; Section 27(1)(c) that the member be reprimanded with publication of the reprimand in the Gazette ; Section 27(1)(d) that the registration of the member be cancelled and that he be not registered for such a period (including life) as is specified; or Section 27(1)(e) that any practising certificate held by the member be suspended. Section 27(2) Where the Disciplinary Committee in a report makes a recommendation under subsection (1)(a) or (b) the Council shall, if it agrees with the recommendation, inform the member of the Institute concerned that no further action is to be taken against him or reprimand the member, as the case may be. Section 27(3)(a) under subsection (1)(a) or (b) and the Council does not agree with the recommendation; or Section 27(3)(b) under subsection (1)(c) , (d) or (e) , the Council shall, within fourteen days of the receipt of the report, forward to the Registration Board a copy of the report together with any recommendation referred to in subsection (1) which the Council considers appropriate in the...

Section 28. Determination by the Registration Board Section 28(1)(a) determine that no further action be taken against the member; Section 28(1)(b) reprimand the member; Section 28(1)(c) reprimand the member and cause the fact of the reprimand to be published in the Gazette ; Section 28(1)(d) determine that the registration of the member be cancelled and direct that he be not registered for such period (including life) as is specified; or Section 28(1)(e) suspend the practising certificate of the member for such period as is specified. Section 28(2) Before making a determination under subsection (1) the Registration Board may, in writing, require the Council to furnish to the Registration Board such further evidence concerning any matter that is so specified, and the Council shall comply with the requirement. Section 28(3) In order to comply with a requirement of the Registration Board under subsection (2) the Council may direct the Disciplinary Committee to reopen and continue the inquiry concerned and the Disciplinary Committee shall do so to the extent that it is necessary to furnish the evidence required. Section 28(4) A member of the Institute whose alleged professional miscon...

Section 29. Appeals Section 29(1) A person aggrieved by a determination of the Registration Board under section 28(1)(d) or (e) may appeal to the High Court against the determination within ninety days of being notified of the determination. Section 29(2) On an appeal the High Court may affirm (with or without variation of the period for which the person concerned is not to be registered or the period for which his practising certificate is suspended) the determination of the Registration Board or allow the appeal. Section 29(3)(a) section 23(5) has effect in relation to the cancellation of the registration of the member of the Institute; and Section 29(3)(b) the suspension of a practising certificate of the member of the Institute ceases to have effect.

Section 30. Rules Section 30(1) The Chief Justice may make rules governing appeals under section 29 and providing for the fees to be paid, the scale of costs of any appeal and the procedures to be followed therein. Section 30(2) Until rules are made under subsection (1) and subject to any such rules, the provisions of the Civil Procedure Act ( Cap. 21 ) apply as if the determination appealed against was a decree of a subordinate court exercising original jurisdiction.

Section 31. Staff and protection of Institute, etc., from liability Section 31(1) The Institute and the Registration Board may each employ such persons as are necessary for the discharge of their respective functions. Section 31(2) No liability shall attach to the Institute, or the Registration Board or to any of their respective members, employees or agents for any loss or damage sustained by any person as a result of any act or omission done or made in good faith and without negligence in the performance or exercise or the intended performance or exercise of any duty or power or conferred by or under this Act.

Section 32. Terms and conditions of employment of staff Section The terms and conditions of employment of persons employed under section 31 shall be as are determined by the Institute and the Registration Board respectively.

Section 33. Moneys payable to the Institute and the Registration Board Section 33(1) There shall be payable to the Institute and the Registration Board such moneys as are appropriated by Parliament for their respective purposes. Section 33(2) The Cabinet Secretary may give directions as to the amounts in which, and the times at which moneys referred to in subsection (1) are to be paid to the Institute, and the Registration Board respectively.

Section 34. Accounts and audit Section 34(1) The Institute and the Registration Board shall each keep proper accounts and proper records in relation to the accounts and shall each prepare in respect of each accounting year a statement of accounts. Section 34(2) The accounts and statements of accounts of the Institute and the Registration Board shall, subject to the Exchequer and Audit Act ( Cap. 412 ), be audited by accountants appointed by the Institute or by the Registration Board, as the case may be. Section 34(3) As soon as the accounts and statement of accounts of the Institute or the Registration Board have been audited under subsection (2) , the Institute and the Registration Board, as the case may be, shall send to the Cabinet Secretary a copy of the statement together with a copy of any report made by the auditor concerned on that statement or on any such accounts. Section 34(4) On the written request of the Cabinet Secretary the accounts and statement of the Institute, or the Registration Board, shall be made available to him or to any person nominated by him.

Section 35. Offences Section 35(1)(a) assumes or uses the title or designatory letters referred to in section 4(2)(a) and who is not a Fellow of the Institute of Certified Public Secretaries of Kenya; Section 35(1)(b) assumes or uses the title or designatory letters referred to in section 4(2)(a) and who is not a member of the Institute of Certified Public Secretaries of Kenya; or Section 35(1)(c) assumes or uses the title Honorary Fellow of the Institute of Certified Public Secretaries of Kenya and who is not such an Honorary Fellow, Section 35(2) A corporate body (whether incorporated in Kenya or elsewhere) which uses any of the titles or designatory letters referred to in section 4(2)(a) or 4(2)(b) shall be guilty of an offence. Section 35(3)(a) uses the title or designatory letters referred to in section 4(2)(a) and each of the partners in the firm is not entitled to use the title or designatory letters as the case may be; or Section 35(3)(b) uses the title or designatory letters referred to in section 4(2)(b) and each of the partners in the firm is not entitled to use the title or designatory letters as the case may be, Section 35(4) A person guilty of an offence under this se...

Section 36. Vacancy in membership Section The Council or the Registration Board may exercise and perform its functions notwithstanding any vacancy among the members and the validity of any proceedings of the Council or the Registration Board is not affected by any such vacancy or any defect in the appointment of a member.

Section 37. Regulations Section The Cabinet Secretary may make regulations prescribing anything which is required to be or which maybe prescribed under this Act, and for carrying out or giving effect to this Act.

Section 38. Application of Part Section The provisions of this Part shall have effect notwithstanding any other provisions of this Act.

Section 39. Convening first annual general meeting of the Institute Section 39(1) To enable the first annual general meeting of the Institute to be convened the Cabinet Secretary may appoint a person to exercise and perform the functions of the Council under paragraph 5 of the First Schedule, and anything done by the person so appointed under that paragraph for that purpose shall be deemed to have been done by the Council. Section 39(2) The Cabinet Secretary shall not appoint under section 9(2) a member of the Council until after the Chairperson has been elected at the first annual general meeting of the Institute. Section 39(3) The person appointed pursuant to subsection (1) shall, until the Chairperson is elected preside at the first annual meeting of the Institute and may, for that purpose, exercise and perform all the functions under this Act of the Chairperson.

Section 40. Transitional provisions Section In order to provide for continuity in the statutory administrative affairs of companies, the Cabinet Secretary shall make rules to provide for the orderly and smooth transfer of functions to qualified certified public secretaries duly registered in accordance with the provisions of this Act.