Over 800 real estate companies across Kenya—including developers, estate agencies, valuers, auctioneers, and architectural firms—have been listed for potential deregistration by the Business Registration Service (BRS) in a major compliance crackdown.
The notice, issued by Deputy Registrar of Companies Gachugi Hiram on April 11, 2025, comes in the wake of a compliance directive issued in October 2024 that required all private companies to file a register of beneficial owners by November 30, 2024. The move, part of broader efforts to enhance corporate transparency, is being enforced under Directive No. 1 of 2024, as authorized by Section 93A of the Companies Act.
In addition to missing the beneficial ownership deadline, many of the companies on the list have reportedly failed to submit annual returns and financial statements for more than five consecutive years, in violation of Section 894(1A) of the Act. According to the BRS, such sustained non-compliance suggests that the companies may be dormant, inactive, or operating outside the law.
“The Registrar has formed a reasonable belief that the companies listed may not be carrying on business or may not be in operation,” the notice states. “They must confirm their status in writing and provide evidence of ongoing operations.”
Compliance Requirements and Deadline
The affected companies have 30 days, until May 11, 2025, to respond via [email protected], confirming their operational status and submitting:
- Recent financial statements or KRA tax filings;
- Active trade licenses, contracts, or invoices as proof of business activity;
- Outstanding statutory documents, including annual returns and the beneficial ownership register.
Failure to comply within the stipulated period may result in deregistration, with the firms’ names published in the Kenya Gazette and removed from the Companies Register under Section 894(2) of the Companies Act.
The full list of affected entities can be accessed at https://brs.go.ke/boi-notice, and a compliance guide is available at https://brs.go.ke/guides-and-handbooks.
Potential Disruption to Real Estate Sector
Industry observers are warning of a potential ripple effect across the real estate sector if deregistrations proceed without urgent remedial action by the affected firms.
Many of the companies on the BRS list play critical roles in property transactions, valuations, estate management, auctions, and construction planning. Their removal from the register would mean:
- Loss of legal standing, barring them from signing contracts, holding property, or participating in court proceedings;
- Disruption of ongoing projects, including commercial and residential developments;
- Erosion of trust among investors, banks, and clients, who often rely on compliance status when conducting due diligence;
- Delays in property transfers, financing, and insurance claims that involve affected firms.
“A deregistration wave of this scale could paralyze critical segments of the real estate value chain,” warned an industry analyst from the Kenya Property Developers Association. “It will particularly hurt small and mid-sized firms that may not have robust compliance departments.”
The crackdown is part of a larger push by the Kenyan government to promote corporate accountability and combat illicit financial flows. Real estate has often been flagged by watchdogs and financial regulators as a high-risk sector for money laundering due to historically opaque ownership structures.
The introduction of the Beneficial Ownership Register is meant to unmask hidden shareholders, ensuring that regulators and the public know who truly controls corporate entities.
“This is about cleaning up the register, enforcing the law, and increasing transparency across key sectors,” said a BRS official who spoke on condition of anonymity. “The days of ghost companies and shelf firms evading scrutiny are coming to an end.”
