Retention and Disposal of Company Documents

In June 2023, the Minister of Investment, Industry, and Trade issued the Companies (Retenti
on and Disposal of Company Documents) Regulations, 2023, in accordance with Section 455
A of the Companies Act. The Regulations specify how companies should retain important do
cuments. The important points of the Regulations are as follows:

  • Companies are required to ensure the maintenance and availability of all original
    documents required to be kept under the Companies Act or any other written law.
  • Company documents shall be retained in paper form or electronic record.
  • There are maximum retention periods for different types of documents.
  • The Regulations specify the procedures for document disposal and requires the
    authority of the company’s Board of Directors, administrator, administrative receiver,
    receiver, or liquidator.
  • A company that disposes of a document must notify the Registrar of Companies within
    twenty-eight days after the date of disposal, or face penalty.
  • Contravention of the Regulations carries a fine of not less than one million shillings and
    not more than ten million shillings.
    Below is a table indicating the time limit for the retention of various documents
S/NType of DocumentRetention Period
1Memorandum and Articles of Association
and Alterations or Amendments
10 years
2Application for Registration of a new company –
Consolidated Form – Form 14a
10 years
3Integrity Pledge Form10 years
4Return and declaration delivered for registration by a
foreign company – Form 434
10 years
5Certificate of Incorporation or Certificate of
Compliance
10 years
6Particulars of Beneficial Owners – Form 14b5 years
7Notice of Ceasing to be a beneficial owner – Form14c5 years
8Declaration by the registered owner of shares but
who does not hold the beneficial interest in such
shares – Form 14d
5 years
9Declaration by the beneficial owner who holds or
acquires beneficial interest in shares but whose name
is not entered in the register of members – Form 14e
5 years
10Change of Beneficial Owners particulars – Form 14f5 years
11Certificate of Change of Name10 years
12Notice of increase in number of members – Form 1010 years
13Declaration of satisfaction in full or in part of
mortgage or charge – Form 104
10 years
14Notice of Change in Situation Or Address Of
Registered Office – Form 111
5 years
15Annual returns – Form 12810 years
16Appointment, Termination or Change Particulars of
a Director or Secretary – Form 210a, 210b & 210c
10 years
17Notification of ceasing to be a private company –
Form 29
5 years
18Liquidator’s statement of receipts and payments –
Form 305
10 years
19Members voluntary winding-up
declaration of solvency – form 338
10 years
20Return of final meeting in a members voluntary
winding-up – Form 345
10 years
21Notice of appointment of liquidator voluntary
windingup – Form 360a
10 years
22Notice of appointment of liquidator voluntary
windingup for insertion in gazette – Form 360b
10 years
23Proof of debt general form – Form 365a10 years
24Affidavit of debt – Form 365b10 years
25Particulars with respect to the position
of the liquidation – Form 394
10 years
26Receiver or managers abstract of receipts and
payments – Form 414
5 years
27Notice of appointment of administrative receiver –
Form 420
5 years
28Statement of affairs administrative receiver – Form
421
5 years
29Return of alteration in the charter statutes etc of a
foreign company – Form 436a,436c,436d
10 years
30Return of alteration in the address of registered office
etc. of a foreign company – Form 436b
10 years
31Particulars of a mortgage or charge foreign company
– Form 437a
5 years
32General description of the property charged – Form
437b
5 years
33Particulars of an issue of secured debentures in a series
foreign company – Form 437c
5 years
34Particulars of a mortgage or charge subject to which
property has been acquired foreign company – Form
437d
5 years
35Particulars of a mortgage or charge subject to which
property has been acquired foreign company – Form
437d
5 years
36Return of allotment of share – Form 55a10 years
37Particulars of a contract relating to shares Allotted –
Form 55b or Contract
10 years
38Statement of the amount in connection with the
subscription of shares – Form 56
5 years
39Notice of increase in Nominal capital – Form 6610 years
40Particulars of a mortgage or charge – Form 965 years
41Particulars for the registration of a charge – Form
98a
5 years
42Particulars of an Issue of Secured Debentures in a
Series – Form 98b
5 years
43Appointment of Receiver or Manager – Form 1065 years
44Resolutions and Minutes of board and members
meetings
5 years
45Notices5 years
46Company Registers (including but not limited to
Directors, Members, Beneficial Owners, Securities or
Charges)
10 years
47Director’s Certificate of Solvency10 years
48Transfer or Transmission Instruments10 years
49Annual Accounts or Financial Statements10 years
50Disposal Form10 years
51Any other document or information that a company
is required to keep in terms of the Act or any other
written law.
10 years

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