Corporate Secretarial
Services in Kenya —
Done Right, On Time.

Under the Companies Act, 2015, the annual return must be filed with the Business Registration Service within 42 days of the company's anniversary date — the date of initial incorporation. Each company therefore has a unique deadline.

Two Max Group tracks every client's individual anniversary date and initiates the annual return filing well in advance. Late filing attracts penalties starting at KES 20,000 and increasing with the period of delay.

Missing the annual return deadline exposes the company and its directors to monetary penalties under the Companies Act. The BRS may also flag the company for striking off — removal from the register — if returns remain unfiled for an extended period.

A struck-off company loses its legal existence and cannot trade, enter contracts, or hold bank accounts. Reinstatement is significantly more expensive and time-consuming than maintaining timely filings. Prevention is the only practical strategy — which is precisely what Two Max Group's secretarial service provides.

Two Max Group produces a certified CR12 — the official BRS extract confirming current company directors — within one business day for all companies under its secretarial management. The CR12 is required by banks, regulatory bodies, and commercial partners as a standard KYC document.

For urgent requests, same-day processing is available where the BRS portal permits. All managed companies are kept in a state of BRS good standing so CR12 production is never delayed by outstanding compliance issues.

Yes — Two Max Group regularly accepts transfers of existing secretarial engagements from other providers. The transfer process involves: (1) a compliance audit to verify the company's BRS standing and identify any outstanding filings; (2) formal appointment of Two Max Group as secretary by board resolution; (3) notification to the outgoing secretary; and (4) transfer of the statutory file.

Two Max Group assumes full responsibility from the date of appointment. Pre-existing compliance gaps are remediated as a separate, transparently priced engagement before the ongoing retainer commences.

Yes — a Branch Office registered in Kenya under the Companies Act, 2015 carries its own BRS registration and filing obligations. These include annual filing of the parent company's audited financial statements, maintenance of a registered office address in Kenya, and notification of any changes to the foreign parent company's constitutional documents or officers.

Two Max Group manages secretarial compliance for both Private Limited Companies and Branch Offices registered in Kenya.

A share transfer in a Kenya Private Limited Company requires: (1) an instrument of transfer signed by transferor and transferee; (2) payment of stamp duty at 1% of the consideration to the KRA; (3) a board resolution approving the transfer; (4) update of the Register of Members; and (5) BRS notification within 14 days.

Capital Gains Tax (CGT) at 15% may also be payable by the seller on any gain made. Two Max Group manages the full share transfer process — including stamp duty payment, BRS filing, and register updates.

A board resolution is a formal decision made by a company's directors, documented in writing. It is required for bank account opening, regulatory applications, share transfers, loan approvals, and most significant commercial decisions.

Two Max Group drafts and issues board resolutions for all managed companies within 24 hours of request — including certified copies suitable for bank submission. Written resolutions (without a physical meeting) are permitted under the Companies Act, 2015 and are the standard for most routine decisions.