Societies Act

This Act may be cited at the Societies Act.

Section 2 lists categories of bodies (a–j) — companies, corporations, trade unions, small associations, co‑operatives, schools and education bodies, building societies, banks, international organizations, and associations the Cabinet Secretary may exclude — and a clause in subsection (2) declaring that if a body is a member of an association then its members are members of that association.

Societies established in Kenya

Section 4 makes certain societies unlawful, requires the Registrar to decide on registration applications and notify applicants within 120 days, prohibits persons from collecting or organising for societies awaiting registration except with written permission, and creates an offence with fines or imprisonment for contravening subsection (2).

Managing or assisting in the management of an unlawful society is an offence punishable by up to three years' imprisonment and/or a fine up to ten thousand shillings.

This section concerns being a member of an unlawful society or attending any meeting of that society.

Prohibits certain acts by any person on behalf of societies associated with or similar to specified societies; contravention is an offence punishable by a fine up to five thousand shillings, imprisonment up to six months, or both.

When an application for registration of a society is made in the prescribed manner, the Registrar must register the society; the Registrar may exempt a society from registration with the Cabinet Secretary's approval; if not exempted the Registrar must treat the application as for registration and register the society; upon registering or exempting, the Registrar must issue a certificate in the prescribed form.

Section 11 lists grounds on which an application for registration of a society may be refused.

Section 12 sets out grounds and procedures for cancellation or suspension of a society's registration and authorises the Registrar to cancel registrations (with Cabinet Secretary approval in subsection (2)); it requires cancellation in specified circumstances (subsection (3)) and requires simultaneous cancellation of branches (subsection (4)); subsection (6) makes contravening subsection (5) an offence.

The Registrar may rescind a society's exemption from registration with the Cabinet Secretary's approval, must notify the society if rescission occurs, and certain societies may apply for registration within 28 days of notification and will not be unlawful while the application is pending unless it is refused.

If the Registrar believes a registered or exempted society has ceased to exist he may publish a Gazette notice requiring proof within three months; if satisfied after that period he must cancel registration or rescind exemption and publish notice; if satisfied beyond doubt he may immediately act under subsection (2) without prior notice.

Political parties may appeal refusals, cancellations or suspensions to the High Court within thirty days; other societies may appeal to the Cabinet Secretary within thirty days and the Cabinet Secretary must decide and communicate within ninety days; societies aggrieved by the Cabinet Secretary may appeal to the High Court within thirty days; certain societies lodging such an appeal are not unlawful pending the decision.

The Cabinet Secretary must, by notice in the Gazette, appoint a Registrar of Societies; may appoint a Deputy Registrar and Assistant Registrars; the Registrar must perform duties and has powers under the Act; Deputy and Assistant Registrars shall be subject to the directions of the Registrar.

Every society must apply to the Registrar for registration or for exemption within twenty-eight days of formation and in the prescribed manner.

Registered and exempted societies must have an office and postal address and must notify the Registrar in the prescribed form when applying for registration or exemption; changes to the office or postal address must be notified to the Registrar within fourteen days signed by three officers. Communications under the Act may be sent by post to the society's postal address.

Registered societies must notify the Registrar, in the prescribed form and signed by three officers, of any change of officers or of the title of any office within fourteen days, and failing to do so is an offence.

If the Registrar believes there is a dispute about who are the society's lawful officers, the Registrar may order the society to produce evidence within one month; failing satisfactory compliance the Registrar may cancel registration; an aggrieved society may appeal to the High Court within thirty days.

Registered societies' constitutions or rules must include the matters in the Schedule (to the Registrar's satisfaction) and must not be amended to remove those matters; the Registrar may order existing registered societies to amend their constitutions within three months; contravention is an offence with fines and possible imprisonment, with a due-diligence defence for officers.

Registered societies must obtain the Registrar's consent before doing specified actions (amending name or constitution, affiliating with political organizations outside Kenya, or dissolving), must deliver an application with certified minutes, and must deliver it within fourteen days; contravention is an offence.

Exempted societies must inform the Registrar when they amend their name or objects, become affiliated with a political organization established outside Kenya, or dissolve themselves.

Persons who were officers immediately before a society’s dissolution are deemed to have been and to be such officers for the purposes of sections 20 and 21 of the Act.

Persons who are officers of a registered or exempted society must not be appointed or elected as auditor of that society.

Person who acts or purports to act as an officer of a registered society without being duly appointed or elected.

Every registered society must keep a member register in a form the Registrar may specify and enter each member's name, address, admission date and cessation date; contravention makes the society and its officers guilty of an offence with fines (society: up to ten thousand shillings) and officers liable to similar fine or up to one year imprisonment unless the officer proves due diligence.

Every registered society must keep one or more books of account and enter details of all moneys received and payments made.

The treasurer (or other officer referred to in subsection (1)) must render accounts yearly (at a time in the constitution or rules), at other times when required by members' resolution or rules, and on resigning or vacating office; after rendering accounts the treasurer must immediately hand over monies, bonds, securities, effects, books, papers and property to the succeeding treasurer or officer when resigning or vacating or when required to do so; contravention is an offence punishable by a fine not exceeding five thousand shillings or imprisonment not exceeding six months or both.

Registered societies must make available books, documents and member lists to the Registrar at his office and at the specified time when required; officers/members may inspect per the society's constitution; the Registrar (or authorized person) may inspect at his office at reasonable times if required in writing; obstructing inspections is an offence punishable by a fine up to one thousand shillings or imprisonment up to two months.

Societies must keep audited accounts of money received and paid, and must elect or appoint required officers, trustees, auditors and committees in accordance with their constitution and rules; a registered society contravening these duties is guilty of an offence.

Every registered society must furnish annually to the Registrar, on or before the prescribed date, the returns, accounts and other documents prescribed.

The Registrar may require societies to provide specified documents and accounts; failure by a registered society to comply with such an order is an offence.

The Registrar may publish information received under sections 20, 21 or 31 if he thinks it is in the interests of society members, using the Gazette, newspapers, or any other manner he thinks fit.

The liquidator must proceed to liquidate the affairs of the society as soon as practicable after the publication of an order under subsection (1).

If a society has surplus assets after paying debts and liquidation costs, the liquidator must prepare and submit a scheme to the Cabinet Secretary; the Cabinet Secretary must endorse any approved amendments; and the liquidator must distribute the surplus in accordance with the endorsed scheme.

If a society is insolvent, an amount must be set aside to meet the costs of the liquidation and, after that, the remaining balance is to be divided among creditors who proved their debts in proportion to their claims; generally the Insolvency Act (Cap. 53) provisions on company liquidation apply to societies except as provided by this Act.

Section 36 sets out supplementary rules for liquidation: the liquidator must lodge documents with the registrar who must register them without charge; on registration the land vests in the liquidator; the liquidator has Insolvency Act powers to realise society property; the liquidator must set a date for creditors to prove claims and publish/notify it; the liquidator may charge prescribed fees or other fees ordered by the Cabinet Secretary; and the Cabinet Secretary may suspend an order under section 33 by Gazette notice for a necessary period.

This Part does not apply to any property ordered under section 43 of this Act to be forfeited.

The Registrar, certain administrative officers or police officers (the requiring officer) may, in writing, require persons believed able to give information about societies to attend and answer questions; failure without reasonable cause to comply or to give required information is an offence punishable by a fine not exceeding one thousand shillings or imprisonment not exceeding two months or both; the requiring officer may record statements (to be signed after being read and offered correction) and may order photographs and fingerprints where subsection (2) is breached.

An officer may act without a warrant only when he reasonably believes that delay in obtaining a warrant would seriously hinder duty performance.

Offences under sections 5, 6 or 7 are cognizable by the police.

If a society is charged with an offence under the Act or its rules, the society may appear by a representative who may enter a plea and conduct the society’s defence.

If a society commits an offence under the Act for which no penalty is specified, the society is liable to a fine up to five thousand shillings; each officer is also guilty of the same offence and liable to the same fine or imprisonment up to six months, unless the officer proves due diligence and that the offence was caused by matters beyond his control.

A court may order that property of any unlawful society be forfeited and delivered to the Registrar for disposal.

Certified copies or extracts from registers or documents kept by the Registrar, when certified by the Registrar, are admissible as prima facie evidence; in the absence of contrary evidence the signature on such a certificate is presumed genuine and the signer’s office and qualifications are presumed; no court may issue a process to compel production of documents kept by the Registrar except with the leave of that court, and any such process must state that it is issued with the leave of the court.

If a club, company, partnership or association is proved to exist, it is presumed to be a society under this Act unless the contrary is proved.

If a person is found possessing books or insignia relating to a society, that person is presumed to be a member and the society is presumed to exist, until the contrary is proved.

In prosecutions under this Act, evidence about a society’s constitution, rules, objects or activities is admissible even if the witness has not been a member of any unlawful society.

On payment of the prescribed fees, any person may inspect at the Registrar's office the register and related documents and may obtain a copy or extract from the Registrar.

Orders bind the society when they are served in accordance with section 50(1) of this Act.

A document sent by registered post to a society at its registered postal address, or to an individual at the registered postal address of the society with which he is concerned, is treated as served; such a document is deemed received ninety-six hours after posting.

The Registrar may, in writing, exempt a specified society from some or all provisions of the Act (subject to section 10) and may later cancel or amend such exemptions or conditions.

Public officers are exempt from suit for acts or omissions done in good faith and without negligence while performing powers or duties under this Act.

The Cabinet Secretary may make rules to prescribe matters under the Act and to carry its provisions into effect, including prescribing fees and forms, forms of accounts for named societies, requiring periodical returns to the Registrar, and prescribing penalties (up to a KSh 5,000 fine or six months’ imprisonment or both).

Acts or omissions by or to the Cabinet Secretary under this Act, if made before commencement of the Companies and Insolvency Legislation (Consequential Amendments) Act, 2015, had effect immediately before that commencement.