Smart Registrars Ltd

04/01/2018

FAMILY BUSINESSES GOVERNANCE MECHANISMS
Managing and/or running family businesses, whether sole proprietorship, partnership or limited companies have their fair share of challenges. These challenges can easily be surmounted if the right prescription is administered.
Among the many challenges faced are the following:
1. Lack of a clear distinction between family and business issues:
2. Limited sources of resources to assist in business growth;
3. Family members tending to look upto the businesses for employment;
4. There rarely is any training undertaken;
5. Succession planning is a nightmare, especially when the family is large and there is a mix of the old and young;
6. Often times its the family members who manage and control the business. This denies them an 'external view' from independent people/organizations.
7. There is normally a challenge in separating business from personal feelings;
8. Those employed normally find it hard to leave the business because of family considerations;
9. 'Outsiders employed within the business feel like they are strangers and intruders. This leads to high turnover;
10. Due to high expectations, there is normally undue pressure to succeed.
11. In succession issues, its normally difficult to determine the value of the business and how it is to be divided; and,
12. The business structures are always informal and never taken seriously. This ultimately affect the culture within the business.

Family controlled businesses should establish family governance mechanisms that promote coordination and mutual understanding amongst family members, as well as organise the relationships between family governance and corporate governance.
Among the issues to be addressed are:
a) Family employment;
b) Family governance body;
c) Distinction between the Company and family property;
d) Matters of shareholding,
e) Succession planning;
f) Relationship of family members with the Board or those managing the business;
g) Clear distinction between family governance structures and Corporate governance
h) The need to always consult professionals to guide the business;
i) What role 'outsiders' can play to add value to the businesses without necessarily being seen and felt as interfering; and,
j) The need for and importance of training
These and more will ensure that family businesses are run professionally and to the satisfaction of the family.

23/08/2017

We are rebranding. We have changed our name. We are re-engineering our service provision to respond to the highly dynamic business environment in order to serve you better. We are Simple, Moral, Accountable, Reliable and Transparent. That's why we have adopted the name SMART REGISTRARS LTD. Welcome on board.

07/02/2017

Are you aware that according to the Companies Act 2015 every Company is expected to lodge with the Registrar of Companies financial statements and reports? (Sec. 683)?
The deadline for lodging the same for a private Company is nine months after the end of the Company's accounting reference period. For a public Company, it is six months after the end of the Company's accounting period.
Please ensure that the law is adhered to so as to avoid penalties and jail terms.
Please be informed that these Returns are different from those of KRA.

Kirui Registrars and Certified Public Secretaries is a leading professional Consultancy services firm dedicated to helping companies/sole proprietors/entrepreneurs identify and capitalize on business opportunities throughout Kenya and beyond. The firm is managed by qualified Company Secretaries, who...

31/01/2017

SHAREHOLDERS' AGREEMENT AND ITS SIGNIFICANCE
The absence of a shareholders' agreement opens up the potential for disputes and disagreements between the shareholders. Shareholders' agreements contain provisions that preempt disagreements and set out appropriate ways for disputes to be addressed. Too many times people set up companies with friends and relatives and do not consider protecting their interests in the Company until it is too late. The Articles of Association of the Company may not offer a shareholder full protection.
A shareholders Agreement is an agreement entered into between all or some of the shareholders in a Company. It regulates the relationship between the shareholders, the management of the Company, ownership of the shares and the protection of the shareholders.

17/01/2017

THESE ARE SOME OF THE OFFENCES AND PENALTIES UNDER THE COMPANIES ACT 2015
Offences relating to a Director
- Failure to declare interest in proposed or existing transaction
agreements
Director to be slapped with a Fine not exceeding Kshs. 1,000,000
- Failure to prepare individual financial statements
Director to be slapped with a Fine not exceeding Kshs. 1,000,000
- Failure to prepare individual financial statements after conviction
Director to be slapped with a further fine not exceeding
Kshs.100,000
- Failure to approve and sign financial statements
Director to be slapped with a fine not exceeding Kshs. 1,000,000
- Duty of directors of quoted companies to prepare directors’
remuneration report
Director to be slapped with a fine not exceeding Kshs. 1,000,000
or to a jail term not exceeding three years imprisonment or both
- Failure to send out copies of financial statements and reports
Director/Secretary to be slapped with a further fine not exceeding
Kshs. 100,000 for each offence
- Failure to lodge annual returns on time
Director/Secretary to be slapped with a further fine not exceeding
Kshs. 200,000 for each offence

ADDITIONAL OFFENCES AND PENALTIES UNDER THE COMPANIES ACT 2015
1) A company fails to file its amended articles of association with the Registrar not later than 14 days after the resolution for amendment is passed
2) Fails to notify the Registrar within 14 days after appointment or resignation of a director or a change of director’s particulars e.g. residential address
3) Fails to keep available for inspection a copy of each director’s service contract with a company or its subsidiary
4) Fails to file annual return
NB: For offences no.s 1 - 4 above, the company and each officer (Includes Director and Company Secretary) of the company is charged a fine not exceeding Kshs. 200,000 and kshs. 20,000 on each day they fail to comply.

- Fails to comply with the member’s request for copies of
 *Articles of association
 *Any special resolution or agreement filed with the company
 *Current or past certificates of incorporation
 *The current statement of the companies article
- Fails to have its name legibly engraved in its common seal
- Fails to keep register of members, to enter into its register certain
prescribed information and to file a copy with the Registrar within
14 days of its preparation or after making an amendment of the
register
- Fails to issue notice of general meeting in the manner and with
notice containing the statutory particulars
- Fails to issue a share certificate within two months after the
allotment of or the transfer of any of its shares
NB: The company and each officer of the company is charged a fine not exceeding Kshs. 500,000 and Kshs. 50,000 on each day they fail to remedy the above offences.

- Fails to keep a register of its directors which complies with the
prescribed requirements and to keep such register open during
ordinary hours for inspection.
- A company allots its shares at a discount
- A director fails to declare an interest in a proposed or existing
transaction or arrangement
- The director of a company makes a solvency statement, without
having reasonable grounds for the opinions expressed in it
- A public company conducts business or exercises a borrowing
power without a trading certificate issued by the Registrar
- A public company fails to hold a general meeting within six
months from and including the day following its accounting
reference date in each year.
NB: The company and each officer of the company is slapped with a fine not exceeding Kshs. 1.000,000 and Kshs. 100,000 on each day they fail to comply.

- A person issues an offer document in relation to a takeover bid
for a company whose securities (which also confer voting rights)
are listed on a Kenyan securities exchange and the offer
document does not comply with the Takeover Rules.
NB. The Company and each officer of the Company is slapped with a fine not exceeding Kshs. 2,000,000 (plus 1,000,000) or imprisonment not exceeding two years or both in the case of a natural person.
- A company fails to keep proper accounting records and to keep
those accounting records and to keep those accounting records
at its registered office
PLEASE ADHERE TO THE STATUTORY PROVISIONS AND ANY OTHER REQUIREMENTS TO AVOID PENALTIES AND OTHER SANCTIONS.
PLEASE FEEL FREE TO CONTACT US IN CASE OF CLARIFICATIONS AND/OR OTHER COMPLIANCE REQUIREMENTS

03/01/2017

It is a new year. Each one has set out plans to be achieved by end of 2017. Our desire is that we take the journey together to ensure that you and your business get professional advice and adhere to legal and regulatory requirements.
We wish to remind all that the Companies Act 2015 is now fully operational and there is need to adhere to and abide by its provisions.
WE WISH YOU A PROSPEROUS YEAR.

31/08/2016

Our boardroom is now available for hire at competitive rates. Its ideal for all kinds of meetings including training, wedding planning, Board of Directors', etc. Its a cool and quiet environment with comfortable furniture. You can use our smart TV for presentations. Its situated in Kericho town, Sansora building, 1st floor, room number 12.
Incase you are interested please call us on 0721607089.