KENYA Law and Practice Contributed by: Anne Kinyanjui and Loice Erambo, DLA Piper Africa, Kenya (IKM)
5.5 Applicable Governance Requirements Private LLCs A private LLC is required to: • convene one annual general meeting; • file annual returns at the companies registry; • procure an annual audit of its accounts; • remit and file tax returns annually with the Kenya Revenue Authority, and pay and file tax returns monthly for taxes due on a monthly basis; and • maintain registers of its members, directors and charges at its registered place of busi - ness. Public LLCs (Listed and Non-listed) Listed public LLCs are those listed on the Nairobi Stock Exchange. In addition to the governance requirements listed above in respect of private LLCs, public LLCs are required to obtain a trad - ing certificate for their operations. Furthermore, listed public LLCs must comply with the Capital Markets Act and relevant regulations applicable to listed companies. LLPs LLPs are required to: • file an annual declaration of solvency; • maintain a register of partners, nominee part - ners and a register of beneficial owners; and • maintain accounting records pertaining to the LLP’s business, such as invoices. Unless required under their partnership agree - ments, LLPs are not obliged to convene any meetings, nor to procure an audit on their accounts except during the winding-up and dis - solution of the partnership. LLPs are also not required to file tax returns.
REITs A REIT is required to:
• maintain a register of REIT security holders; • convene an annual meeting of REIT security holders between 14 and 28 days after the circulation of the annual report; • procure an annual audit of its accounts; • remit and file tax returns in respect of with - holding tax deductions on the payments to investors; and • submit a copy of the first half financial year reports and accounts, the REIT’s annual report and audited accounts to the CMA. The REIT trustee and the REIT manager are responsible for maintaining proper records in respect of the fund, the scheme and the REIT. 5.6 Annual Entity Maintenance and Accounting Compliance Nominal fees for annual entity maintenance are payable at the companies registry and the LLP registry for LLCs and LLPs, and at the land regis - try for trusts licensed as REITs. For REITs, addi - tional compliance costs are incurred towards the renewal of the licences of the REIT trustee and REIT manager, and approval fees for any public offerings. The fees are paid to the CMA. For accounting compliance, the costs will depend on the terms of engagement negotiated with the retained accounting firm.
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