The Attorney General declared that the whole of the Companies Act, 2015, is now fully operational as from 15th June, 2016 through Legal Notice Number 109 of 2016. This brought into effect the remaining parts of the Act which had not yet commenced operation. Among these parts include the filing of annual returns as contained in Part XXVI of the Act. Section 705 provides that the company should make its returns to the Registrar of Companies once every year on the company’s return date, which shall be the anniversary of the company’s incorporation or the date the company last made returns.
The contents of the annual return shall include the following:
ii. The type of company (i.e. whether private or public) and its principal business activities;
iii. The particulars of the company’s directors and its secretary (if the company is a public company or a private company that has a secretary);
iv. The particulars of any person appointed as an authorised signatory of the company;
v. The financial statements or exemption statement where applicable. This is keeping in line with sections 686-688 which provide that companies shall submit such financial statements as their status allows, for example, small companies which are exempted from audit are only required to submit the balance sheet and have discretion on submitting the directors’ report and the profit and loss account; while quoted companies must submit the financial statements, the directors’ remuneration report, the directors’ report and the audit report;
vi. A statement of capital which shall state the total number of shares of the company and their classes, their aggregate nominal value and the amount paid up or unpaid on each share;
vii. Particulars of existing members of the company and the number of shares of each class held by each member at the last return date;
viii. Particulars of members who have ceased to be a member of the company since the last filing date;
ix. Particulars of the number of shares of each class transferred since the last return date as well as the dates of the transfer; and
x. Information relating to stock in case the company has converted any of its shares into stock.
The company is not required to give more particulars of the members and their shareholding if fully supplied in either of the two immediately preceding returns. The company will only need to give such particulars relating to any changes in the membership and the shares transferred.
Failure to lodge annual returns on time or in the prescribed form is an offence, and the company and each of its officers in default are liable on conviction to a fine not exceeding Kshs. 200,000 and a fine of Kshs. 20,000.00 for every day the situation is not remedied.
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