If you own or direct a registered company in Kenya, you have two completely separate annual compliance obligations that are frequently confused with each other. The first is filing your tax returns with KRA. The second is filing your annual returns with the Business Registration Service.
Many company directors in Nairobi and across Kenya fulfil one obligation but forget the other - and then discover they have accumulated penalties, or worse, that their company has been struck off the register entirely. Both can be avoided with a clear understanding of what annual returns are, when they are due, and how to file them.
This guide covers everything a company director needs to know about annual returns in Kenya - what they are, how they differ from tax returns, how to file them, the penalties for non-compliance, and what to do if your company has fallen behind.
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Related article: KRA Tax Compliance in Kenya: Complete Business Guide
What Are Annual Returns in Kenya?
Annual returns are a statutory filing requirement under the Companies Act 2015. Every company registered in Kenya - whether private limited, public limited, or a foreign company operating in Kenya - must file annual returns with the Business Registration Service (BRS) once every year.
Annual returns are not a financial statement. They do not report your income, profits, or tax liability. Instead, they are a formal update to the government confirming that your company still exists, is still operating at its registered address, and that the registered details on file - including the names and addresses of directors and shareholders - are accurate and up to date.
Think of annual returns as your company's annual check-in with the government. They keep the companies register current and accurate. Failing to file means the government cannot maintain an accurate record of who is running registered companies in Kenya - which is why the penalties for non-compliance are significant.
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Annual returns are filed with the Business Registration Service (BRS) via eCitizen. They are completely separate from your KRA tax returns, which are filed on iTax. Missing one does not excuse the other - you must file both. |
Annual Returns vs Tax Returns: The Key Difference
This is the most common source of confusion among company directors in Kenya. Here is a clear side-by-side comparison:
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Annual Returns (BRS) |
Tax Returns (KRA) |
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Filed with |
Business Registration Service (BRS) |
Kenya Revenue Authority (KRA) |
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Platform |
eCitizen portal |
iTax portal |
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What it reports |
Company details, directors, shareholders |
Income, expenses and tax liability |
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Due date |
Annually - 30 days after incorporation anniversary |
30 June (or 6 months after financial year end) |
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Penalty for late filing |
KSh 500 per month for private companies |
KSh 2,000 (individuals) / KSh 20,000 (companies) |
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Consequence of non-filing |
Company struck off the register |
Penalties, interest and KRA enforcement |
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Who files |
Company director or company secretary |
Company director or tax agent |
Related article: How to File KRA Returns in Kenya: Step-by-Step Guide
Who Must File Annual Returns in Kenya?
Under the Companies Act 2015, the following must file annual returns with BRS:
- Private limited companies (Ltd)
- Public limited companies (PLC)
- Companies limited by guarantee
- Foreign companies registered to operate in Kenya
- Limited liability partnerships (LLPs)
Sole proprietorships and business names registered under the Business Names Act do not file annual returns with BRS in the same way. However, they have their own renewal obligations with the county government and with BRS.
There is no exemption for dormant companies. A company that is registered but has not traded for years must still file annual returns every year until it is formally struck off or deregistered. This is one of the most commonly overlooked compliance obligations among inactive companies in Nairobi.
When Are Annual Returns Due in Kenya?
Under the Companies Act 2015, annual returns must be filed within 30 days of each anniversary of the company's date of incorporation. This means the due date is different for every company and depends on when it was originally registered.
For example, if your company was incorporated on 15 March 2022, your annual returns are due by 14 April every year - that is, within 30 days of the 15 March anniversary.
This is an important distinction from KRA tax returns, which have a fixed deadline of 30 June for most companies. Annual returns do not have a single national deadline - every company has its own date based on its incorporation anniversary.
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Check your company's incorporation date on your certificate of incorporation. Count 30 days from that anniversary date. That is your annual returns deadline every year. Set a calendar reminder now. |
What Information Is Required for Annual Returns in Kenya?
When filing annual returns via eCitizen, you will need to confirm or update the following company details:
- Company name and registration number
- Registered physical address and postal address
- Nature of business - the main activities the company carries out
- Full names, ID numbers, nationalities, and addresses of all current directors
- Full names, ID numbers, nationalities, addresses, and shareholding of all shareholders
- Details of the company secretary if one is appointed
- Details of any changes to the share structure since the last annual return
If any of the above details have changed since the last annual return - for example, a director has left, a new shareholder has joined, or the company address has changed - the annual return is the mechanism for updating those records with BRS.
How to File Annual Returns in Kenya: Step-by-Step
Annual returns are filed online through the eCitizen portal under the Business Registration Service section. Here is the complete process:
Step 1 - Log In to eCitizen
Go to ecitizen.go.ke and log in using your eCitizen account. If you do not have an account, register first using your national ID number.
Step 2 - Navigate to Business Registration Service
From the eCitizen dashboard, click on 'Business Registration Service'. Then select 'Annual Returns' from the available services.
Step 3 - Search for Your Company
Enter your company registration number to pull up your company's registered details. Confirm that the company name and registration number displayed are correct before proceeding.
Step 4 - Review and Update Company Details
eCitizen will display all the currently registered information for your company. Review each section carefully. Update any details that have changed since the last annual return - director changes, shareholder changes, address changes. All changes must be accurate as they form part of the official public register.
Step 5 - Pay the Annual Returns Fee
The annual returns filing fee for a private limited company is KSh 2,650. For a public limited company, the fee is higher. Payment is made through eCitizen via M-Pesa, debit card, or bank transfer. Keep your payment receipt as proof of filing.
Step 6 - Submit and Download Confirmation
After payment, submit your annual returns. Download and save the confirmation receipt from eCitizen. This is your official proof that annual returns were filed for that year.
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Related article: CR12 Certificate in Kenya: What It Is and How to Get One
What Are the Penalties for Not Filing Annual Returns in Kenya?
The Companies Act 2015 sets out the following consequences for failure to file annual returns:
- Late filing penalty - KSh 500 per month for every month the annual return is overdue for a private limited company. For public limited companies, the penalty is higher. These penalties accumulate for every month of non-compliance.
- Director personal liability - every director of the company is personally liable for the failure to file annual returns. This means directors can be fined individually, not just the company.
- Striking off the register - if a company consistently fails to file annual returns over multiple years, BRS has the authority to strike the company off the companies register. A struck-off company has no legal standing - it cannot sue or be sued, cannot open bank accounts, and cannot enter contracts. Reviving a struck-off company is a complex and expensive legal process.
For a company that has missed several years of annual returns, the accumulated penalties plus the cost of revival can run into hundreds of thousands of shillings. Filing on time every year costs KSh 2,650. The cost of non-compliance is many times higher.
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If your company has been struck off the register, do not panic - but do act quickly. Revival is possible under the Companies Act but it requires a formal application, payment of all outstanding penalties, and legal representation. Mutea Muthuri & Associates Advocates assists companies across Nairobi, Meru and Kenol with company revival applications. |
What Is a CR12 and How Does It Relate to Annual Returns?
A CR12 is an official certified extract from the companies register showing the current list of directors and shareholders of a company. It is issued by the Business Registration Service and is commonly required for:
- Government tender applications
- Bank loan and overdraft applications
- Opening new corporate bank accounts
- Corporate due diligence during business transactions
- Court proceedings involving the company
The accuracy of your CR12 depends entirely on how up to date your annual returns are. If your annual returns have not been filed or your director and shareholder details are outdated, the CR12 will reflect those inaccuracies - which can cause problems when you need it for a tender or banking purpose.
This is why annual returns and a current CR12 go hand in hand. Staying on top of your annual returns ensures your CR12 always reflects the true, current state of your company.
Related article: CR12 Certificate in Kenya: What It Is and How to Get One
Frequently Asked Questions
What are annual returns in Kenya?
Annual returns are a yearly filing requirement under the Companies Act 2015 for all registered companies in Kenya. They are filed with the Business Registration Service (BRS) via eCitizen and confirm that the company's registered details - directors, shareholders, address and nature of business - are accurate and up to date. They are completely separate from KRA tax returns.
When are annual returns due in Kenya?
Annual returns are due within 30 days of the anniversary of your company's incorporation date every year. The due date is different for each company. For example, a company incorporated on 10 April must file annual returns by 10 May each year. Check your certificate of incorporation for your exact incorporation date.
How much do annual returns cost in Kenya?
The filing fee for annual returns for a private limited company is KSh 2,650, paid through eCitizen at the time of filing. Public limited companies and foreign companies have different fee structures. Late filing also attracts additional penalties of KSh 500 per month.
What happens if I do not file annual returns in Kenya?
Failure to file annual returns attracts a penalty of KSh 500 per month of delay. Directors are personally liable for the failure. If a company persistently fails to file, BRS can strike it off the companies register - removing its legal standing entirely. Revival of a struck-off company is complex and expensive.
Are annual returns the same as KRA tax returns in Kenya?
No. Annual returns are filed with the Business Registration Service (BRS) via eCitizen and update your company's registered details. KRA tax returns are filed on iTax and report your income and tax liability. They are separate obligations, filed with different government bodies, with different deadlines and different penalties for non-compliance. You must file both every year.
Related article: How to File KRA Returns in Kenya: Step-by-Step Guide
What is a CR12 and do I need it?
A CR12 is a certified extract from the companies register showing your current directors and shareholders. It is required for government tenders, bank loans, and corporate transactions. The accuracy of your CR12 depends on how current your annual returns are. Keeping annual returns up to date ensures your CR12 is always accurate.
Related article: CR12 Certificate in Kenya: What It Is and How to Get One
Can a dormant company skip annual returns in Kenya?
No. A dormant company that is still registered in Kenya must file annual returns every year regardless of whether it has traded or earned any income. The only way to stop the annual returns obligation is to formally wind up and deregister the company.
Need Help With Annual Returns or Company Compliance in Kenya?
Whether you need to file overdue annual returns, revive a struck-off company, obtain a CR12, or simply ensure your company is fully compliant - Mutea Muthuri & Associates Advocates is here to help. Our corporate law team works with businesses of all sizes across Nairobi, Meru and Kenol.
Contact us today on +254 720 800 094 or visit our contact page to speak with a corporate lawyer in Nairobi.