The country’s Companies Registry has undergone significant digital transformation through the Business Registration Service version 2 (BRS v2), a centralised, eCitizen-integrated platform for company registration and corporate filings. The Business Registration Service (BRS), the state corporation responsible for administering the Companies Registry under the Companies Act (Cap 486 of the laws of Kenya) (Companies Act), fully launched a new digital platform, BRS v2, in early 2026 following a two-year phased changeover. The platform introduces important efficiencies and enhanced verification safeguards. As businesses and advisers continue to use the platform, certain practical issues can affect filing processes and transaction timelines.

The ambition is sound: to create a centralised, eCitizen-integrated system to streamline company registration and corporate filings. In many respects, the platform delivers on that promise. But in practice, significant friction remains – which costs businesses time and money whilst introducing transactional uncertainty.

For multinationals operating in Kenya, international law firms advising on cross-border transactions, and in-house counsel responsible for corporate compliance, these issues are not abstract. They affect deal timelines, statutory filing obligations, and the confidence with which you can execute commercial objectives.

The benefits of BRS v2

BRS v2 represents a meaningful step forward in several respects. The platform centralises company registration, annual returns, director changes, share transfers, and other corporate filings in one place. Integration with e-Citizen reduces the need for in-person engagement with the Companies Registry. New verification protocols, requiring both local and foreign directors, shareholders, or other ‘authorised persons’ (which such person shall be referred to as an Authenticator) to confirm changes via One-Time Passcodes (OTPs) or video conference calls, apply to share transfers, appointments and resignations of directors, and appointments and resignations of company secretaries.  These protocols strengthen due diligence and help prevent fraudulent amendments to company records.

These are welcome developments. Kenya’s company registration framework should be efficient, reliable, and resistant to fraud.

The question is whether BRS v2, in its current state, delivers on all three.

Issues to take note of when using BRS v2

In our experience of advising clients across M&A, corporate restructurings, and day-to-day compliance, we have encountered the following recurring issues:

• Kenyan phone number requirements for foreign directors slow down registration. In practice, we have encountered instances where filings involving foreign-resident directors cannot be progressed using non-Kenyan telephone numbers, notwithstanding that BRS guidance provides for OTP verification through a registered phone number or email address. For multinational groups with non-resident directors, this can create additional administrative steps and delay filings.
• Verification notifications occasionally fail. The platform also introduces verification protocols requiring relevant persons to confirm certain changes, including director appointments and cessations and share transfers, through OTP-based consent processes. We have encountered instances where consent notifications are not delivered to the relevant person and must be manually reissued by BRS. This can introduce additional steps and delay completion of the relevant filing.
• Virtual verification delays. Where OTP-based verification is unavailable, BRS uses virtual verification via video conference call platforms like Zoom. In practice, the video conference call links are often issued late, directly delaying approvals for director changes and share transfers. In time-sensitive transactions, this is not a minor inconvenience – it can put deal timelines at risk.
• Data loss on statutory forms. We have noticed that certain Companies Registry forms, such as Form FC5, used for the appointment of directors and local authorised representatives for branch companies under section 986 of the Companies Act, does not retain all particulars entered at the time of lodging. The system-generated form cannot be amended, meaning applications are processed with missing information (such as postal addresses) and users may be required to file corrective applications after the fact. A consequence of this is missing information on official company searches. 
• Migration and access issues. The migration of applications from the legacy platform to BRS v2 has been slow, with some users experiencing repeated loss of access to their company records on both systems. Unlike the old platform, BRS v2 does not display the details of the BRS agent handling a particular application, removing a key point of contact for follow-up.

The real-world impact

These issues affect the core corporate activities that businesses rely on the registry to process:

• M&A transactions: Share transfers become legally effective upon updating the company’s register of members, and director appointments and resignations take effect from the date of the relevant board or shareholder resolutions – not from any registry filing. However, BRS filings remain an administrative step that parties typically require to be completed at or around closing. Registry delays can therefore hold up the practical completion of a transaction, even where the underlying corporate actions are already legally effective, creating uncertainty for deal parties and complicating post-completion verification.
• Third-party reliance: Investors, lenders, and counterparties often require updated company extracts or certificates of good standing as a condition to funding or closing. Processing delays mean that the public register may not reflect the company’s current position, complicating due diligence and third-party verification even where the underlying corporate actions have already taken effect.
• Investor confidence: International investors expect a functioning company registry. Persistent friction undermines Kenya’s competitiveness as a destination for foreign direct investment.

Suggestions for a more efficient BRS

We recognise that BRS operates under resource constraints and that fraud prevention and abuse mitigation are legitimate and important objectives. Ease of doing business and robust safeguards are not mutually exclusive. With targeted improvements, the platform can achieve both. In that spirit, we offer the following recommendations for BRS and the Companies Registry to consider:

Remove or clarify the Kenyan phone number requirement for foreign directors. If there is a legitimate anti-fraud rationale, publish guidance explaining it. If not, amend the system to accept international phone numbers.

Strengthen the reliability of the notification and verification infrastructure. Consent-based verification is an important safeguard, and its effectiveness depends on consistent delivery of notifications. Investment in the technical backend to reduce intermittent failures would enhance user confidence and reduce the need for manual intervention.

Enhance transparency around processing timelines and points of contact. Enabling users to track the status of their applications and, where appropriate, contacting the officer responsible directly would improve the user experience and reduce uncertainty during time-sensitive transactions.

Review data integrity on statutory forms. Ensuring that forms such as FC5 retain all particulars entered at the time of lodging would reduce the need for corrective filings and improve overall data accuracy on the register.

Practical advice for clients considering the issues with the BRS v2 rollout

We anticipate that the above are teething problems that all new technological systems face. As we await their rectification by BRS, in the meantime, companies operating in Kenya should take the following steps to mitigate the above stated delays and efficiencies when interacting with the Registry:

Ensure all directors, shareholders, and authorised representatives have active eCitizen accounts linked to current email addresses and mobile numbers.

Conduct periodic audits of their BRS records and not wait until a transaction is imminent. Build additional time into transaction timelines to accommodate potential registry delays.

Engage experienced Kenyan counsel or a Company Secretary who understand how to navigate BRS processes and escalate issues when necessary.

Conclusion

Kenya has the ambition to be a leading business destination in Africa. A well-functioning companies registry is foundational to that ambition. BRS v2 represents an important step in the continued digitisation of Kenya’s Companies Registry. As the platform continues to mature, addressing the practical issues identified above would further improve the user experience and provide greater predictability for businesses and transaction parties.

Written by Christina Nduba-Banja and Elizabeth Karua, Partners, Sidharth Shah, Senior Associate, and Asghar Merali, Associate, Bowmans Kenya