Advocates and certified secretaries will lose their licenses for fraudulent filings at the Business Registration Service (BRS) under a proposed code of conduct.

The move also aims to allow lawyers and governance compliance experts to make such submissions without seeking consent from company directors.

Following a consultative meeting with the Institute of Certified Secretaries (ICS) and the Law Society of Kenya (LSK), BRS agreed to jointly develop a conduct and implementation structure that would restore direct filing by professionals without directors’ consent.

The direct channel was suspended under an updated BRS system, known as BRS II, after fraudulent filings saw shareholders lose stakes worth billions of shillings in companies without their knowledge.

Under the initial version of the filling system, known as BRS I, advocates and certified secretaries could lodge and process applications without seeking consent from directors.

But this changed under the new automated system, through which individual company directors receive a one-time password (OTP) on their mobile phones for verification.

“The meeting further discussed and resolved to…jointly develop and implement, within August 2026, a Code of Conduct and an implementation framework to guide the reinstatement of a structured Green Channel on the BRS Version II platform for qualified and in good standing practitioners,” said BRS Director-General Kenneth Gathuma.

“The framework will define clear roles, responsibilities, and accountability measures for all parties,” added Mr Gathuma. Advocates and secretaries act on behalf of company directors in making several filings, including transfers of shares and changes in directorships.

Under the old system, BRS version I, they used to lodge directly without the consent of directors, on the faith that as certified professionals, they were expected to do the right thing.

Read: New BRS checks target fraud in company records

However, there have been complaints of fraudulent filings across the country and in companies affected by fraud, including cases where directors were replaced without their knowledge or consent, in a clear case of identity theft.

Shareholders have also learnt of their shares being transferred to other parties without their authorisation.

The increased cases of fraudulent submissions prompted the State to end direct filing, including by advocates and secretaries, requiring them to first obtain consent from directors, a requirement that has prolonged the delivery of post-registration services.

Under the changes being made, instead of each director giving separate consent, the same will be done by the advocate or secretary.
However, other citizens will still have to obtain consent from directors to make the changes at BRS.

BRS version II has an automated system in which directors being replaced will, for example, receive a one-time password (OTP) on their mobile phones for verification—a shift from the earlier arrangement where notifications were sent by email or individuals were required to physically visit BRS offices.

“The enhanced process will automate the end-to-end confirmation of new director appointments, as well as the resignation of directors and transfer of shares, through multi-factor authentication using a one-time password,” said BRS Director-General Kenneth Gathuma.

BRS said this new component (OTP) was critical in safeguarding investments by the public in the form of shares and curbing incidents of identity theft and fraudulent lodgements.

Besides company registration, BRS’s day-to-day mandate extends to post-registration services, including facilitating the appointment of new directors or the removal or replacement of existing ones, as well as updating company secretary details.

The State agency also records changes in share ownership, including the sale, transfer or issuance of new shares, and updates registers to reflect the ultimate beneficial owners.

Officials at the BRS noted that the automation will significantly reduce the turnaround time for post-registration services, with the time it takes to effect directorship changes expected to fall from approximately 14 working days to five working days.

→ dakure@ke.nationmedia.com

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