How To Link Business and Update Beneficial Ownership Information

These simple steps will enable you to link business on the eCitizen portal. This is for both Business Names and Limited Companies.

The Companies Registry Department set up a digital Business Registration Service (BRS) in the year 2016.

The E-citizen portal hosts the service for registering and managing businesses in Kenya.

This made business name and company registrations much easier because one does not have to go to Sheria House physically.

Name search and business registration of either limited or partnership is achieved through the eCitizen portal.

All the necessary documents including the business registration certificate are issued online.

Why Link a Business on eCitizen Portal?

Businesses registered before the introduction of this digital platform must be linked. This is to ensure details are captured by the Business Registration Service.

All prior registered entities such as; companies, including public limited companies, companies limited by guarantee, foreign companies as well as limited liability partnerships and sole proprietorships must be linked to the eCitizen Portal.

The link option requires clients to give details of their business entities which in turn are verified against the data held by the registrar.

This means that only the proprietor, directors/shareholders or a Certified Company Secretary (CPS) can utilize the “link business” option.

What You Require to Link a Business on Ecitizen Portal

You will require the following details to be able to complete the linking of a business process:

1. Designation of the company officials (i.e. proprietor, director/director shareholder/shareholder/ company secretary).
2. Copy of the Business Registration Certificate you are linking.
3. Telephone numbers of the directors and the company.
4. Email addresses of the directors and the company.
5. Postal address of the company and the company officials.
6. County, district, locality, and street where the director or proprietor resides.
7. Identification Number(s).
8. Company building/Plot L.R. No.
9. Finally, the county, district, locality, and street where the company is located.

How to Link a Business on Ecitizen Portal

1. Log in to the eCitizen Portal using your Id number and password. In case you do not have an account, you should create an eCitizen Account to enable you to access the service.

2. After successful login, locate the Business Registration Services option and click on it.

3. Next to my Businesses Option, click on ‘link a business’.

4. On the find a business search bar provided, type the name of the business you want to link and click search. If you have typed the name or business registration number well, the name with the business number will appear with the status not verified at the end. Search by name as the registration numbers may differ from what you have.

5. Select the business that matches yours and click on next to continue.

6. Edit Details – Check if you need to edit any of the given details. These are the Business Name, Registration Number, Registration Type, and Registration Date. Compare these details with the ones provided on the certificate. Only edit these details if necessary, otherwise, skip to the next step. Click on Save and continue.

7. Nature of Business – Select the capacity of the person making the application and while on that select the nature of the business.

8. Registered Office Addresses – Capture the Primary Address of the business. This should be the information regarding where the business is located.

9. Ownership Information – Edit the ownership information using the provided button. Select the designation, and citizenship, enter the ID number, and first name, and then click on the verify button. Complete the rest of the form. If there are other proprietors follow the same procedure to add them. After adding the owner details, click on the save and continue button.

10. Click on submit and review.

You are Through with Business Linking Process

The process is complete and there are no charges for linking your business on the eCitizen Portal. After linking you have to wait for Officials from Sheria House to check what you have filled to approve or request an amendment if there is a problem.

However, if you need the linking urgently, you can print the reference number provided and visit Sheria House personally. The officials will see to it and approve the linking process.

Business Linking Approved

• After approval, there is nothing to print. The status on the BRS page under my businesses area will read “active”.
• Also, note that once approved, the Entity will appear as a verified and published entity in each of the directors, director-shareholders and or company secretaries’ accounts by default.
• Any of the above upon logging in to their eCitizen account will be able to see the active business by clicking on BUSINESSES in their menu.
• Clicking View against the Active Status allows you to enter and view the business account where you can maintain your accompany as you wish e.g., File for changes, Annual returns etc.

What You Can Do with a Linked Business

After successful linking, you can click on the view button to access more features. You can use these features to make some changes in your business. These changes found under Maintain Company option are;

1. Cessation to convert – This option is found on business names. It is for converting a business name to a limited company.
2. Cessation to close – This option is for closing/dissolving the business name.
3. Change business particulars – This option will help you to change the business name.
4. Under the Access Control option, you can be able to add a user.
5. Finally, if it is a limited company, you can be able to apply for the CR12 form.

How do I Ensure my Business Linking is Approved?

Make sure you provide the details of the proprietors. If the business is registered with two or more individuals, provide their required details. Providing wrong information will prolong the approval period.

How to Update the Beneficial Ownership for a Limited Company

Limited Company owners are required by law to update details of legal ownership. This process is done through the eCitizen portal.

Kenya introduced section 93A of the Companies Act of 2015 in July 2019, through the Statute Law (Miscellaneous Amendments) Act.

This act states that all companies incorporated or registered in Kenya must keep a register of beneficial owners containing relevant information relating to such owners.

Definition of Beneficial Owner

The Companies Act defines a beneficial owner as “the natural person who ultimately owns or controls a legal person or arrangements or a natural person on whose behalf transactions are conducted, and include persons who exercise ultimate effective control over a legal person or arrangement.”

Under The Regulations, A Beneficial Owner Is A Natural Person Who Directly Or Indirectly:

• Holds at least ten percent (10%) of the issued shares of the company;
• Exercises at least ten percent (10%) of the voting rights in the company;
• Holds the right to appoint or remove a director of a company; or
• Exercises significant influence or control over a company.

According to the regulations, significant influence or control means ‘participation in the finances or financial policies of the company’.

For new companies, the process is already included and done during registration. Thus it is only a requirement for companies created before the introduction of this act.

Those Who Can Update This Information

• The Director
• Director Shareholder
• Company Secretary
• Authorized Persons (must be added under Access Control )

The Prerequisite for updating beneficial ownership details is that the company must have been linked and appear as active under “My Businesses” as described above.

How to Update the Beneficial Ownership Information

• Log into your eCitizen account
• Click on the view button to access more details of the linked company.
• Click on Maintain a Company on the left-hand side. On the right-hand side click on Beneficial Owners.
• Click on Change Particulars at the top right-hand side and select Change of Officials (companies). A list of all the principals of the company is displayed.
• On the list against each name is a blue button labelled ‘Update B.O’. Click on this button to update the said official.
• A form that prompts the user to fill in the information is displayed.
• Once you have successfully updated the BO information for each official you will be prompted to download, sign, scan and upload the Register of Beneficial Owners Form BOF1.
• Confirm that the information provided is correct and click finish.
• The BO information update will be submitted for review and approval by the Companies Registry Officers.
• Keep checking your eCitizen account to see if the process has been successful.

Note that the system is configured in such a way that you must allocate 100% of the issued shares and 100% of the voting rights before proceeding to the next step.

A shareholder who holds less than 10% of the issued shares and voting rights and does not have a right to appoint a Director or have significant influence/control over the Company shall be disregarded for beneficial ownership disclosure purposes.