Business Registration Service Act

The Act may be cited as the Business Registration Service Act.

Defines terms used in the Act, including Board, Cabinet Secretary, Chairperson, Director-General, member, Registrar-General (deleted), and Service.

Establishes the Business Registration Service, lists its powers (sue, hold property, borrow, do necessary acts) and requires its headquarters to be in the capital city and branches in every County to ensure reasonable access.

The Service must, under the general supervision of the Cabinet Secretary, implement policies and laws relating to registration and related matters; it must carry out registrations, maintain registers, implement policies and provide information to the Cabinet Secretary, carry out and disseminate research and recommend legal improvements, collaborate with other state agencies, may perform other necessary functions, and has power to charge fees for services.

The Chairperson, members of the Board and staff of the Service are to be paid remuneration or allowances determined by the Cabinet Secretary in consultation with the Salaries and Remuneration Commission.

The Board may, by resolution, delegate any of its powers, functions or duties to a committee or to any member, officer, employee or agent.

Vacancies, defects in appointment, or participation by someone not entitled do not affect the validity of the Board's proceedings.

The Board may establish committees it considers necessary for efficient performance of its functions, and may co‑opt people into committee membership whose knowledge and skills are necessary for effective discharge of the Board's functions.

The Board may, on the advice of the Registrar‑General, engage experts and consultants; such experts or consultants may be paid fees and allowances as the Board may determine.

Members, officers, employees and agents of the Board are not personally liable for acts done bona fide in executing the Board's functions, powers or duties.

The Board remains liable to pay compensation or damages to any person for injuries to their person, property or interests caused by the Board's exercise of powers, other written law, or failure of works.

The Service is governed by a board of directors; the board includes a Chairperson, the Solicitor-General or representative, two Principal Secretaries or their representatives, four other members and the Director-General (ex officio). The Chairperson and the members listed in subsection (2)(e) must be appointed by the Cabinet Secretary.

Members of the Board serve a three-year term and may be re-appointed for one further term; the Cabinet Secretary may determine terms and conditions of tenure. Members vacate office on specified grounds including death, prolonged absence, resignation, incapacity, negligence, bankruptcy, breach of Chapter Six, or conviction with at least six months' imprisonment.

The Board must formulate and review the policies of the Service.

The Board has the power to control, supervise and administer the assets of the Service, in a manner that best promotes the Service's functions.

The Board must conduct its business and affairs according to the Schedule; it may regulate its own procedure except as the Schedule provides; it may co-opt people to attend meetings but those co-opted may not vote.

The Board must appoint a Director-General on the terms and conditions specified in the instrument of appointment.

The Board must appoint a suitably qualified Director-General through an open, transparent and competitive process; the Director-General holds office for four years and may be re-appointed once and is responsible to the Board.

The section lists grounds for removal of the Director-General (inability from physical or mental infirmity; gross misconduct; incompetence or negligence; violation of the Constitution; failure to meet agreed targets) and requires that the Director-General be informed in writing of the reasons for intended removal and be given an opportunity to be heard.

The Service may appoint directors and other staff; the Public Service Commission may second public officers on request; seconded public officers are treated as Service officers and subject only to the Board's direction and control.

The Director-General may delegate any of their functions in writing to other officers or staff, with the Board's approval and on the terms in the instrument of delegation.

The Director-General of the Business Registration Service must, immediately when a business that intends to undertake manufacturing is incorporated or registered, submit particulars about that business to the Kenya Bureau of Standards for the purposes of section 5A of the Standards Act.

The affixing of the common seal must be authenticated by the Chairperson or any other person authorized by a Board resolution; the seal is to be kept in custody as the Board directs and may only be used on the Board's order; documents with the seal duly authenticated are judicially and officially noticed, and Board orders under this section are presumed to have been given unless proved otherwise.

“Funds of the Service” means money allocated by Parliament for the purposes of the Service.

The financial year of the Service is the twelve‑month period from 1 July to 30 June of the following year.

The Board must prepare annual revenue and expenditure estimates at least three months before each financial year, approve them before that year, submit them to the Cabinet Secretary for approval, and may not increase the approved estimates without the Cabinet Secretary's consent.

The Board must cause all proper books and records of account of the Service's income, expenditure, assets and liabilities to be kept.

The Board may invest its funds in permitted securities; the Service may deposit money not immediately required with banks it chooses.

The Board must prepare an annual report each financial year, submit it to the Cabinet Secretary for transmission to the National Assembly within three months after the year end, and publish and publicize the report in a manner it determines.

It is an offence for a person to obstruct, hinder or threaten Service staff, to knowingly submit false or misleading information to the Service, or to knowingly misrepresent anything to mislead a person acting under the Service; on conviction the person may be fined up to 500,000 shillings or imprisoned for up to three years or both.

The Cabinet Secretary may make regulations to carry the Act's provisions into effect.

Persons employed in the Registrar-General's Department who were performing Service activities immediately before this section commences shall be deemed seconded to the Service; they may opt to remain, accept agreed terms, retire, or be redeployed; if they enter an agreement with the Service their government service is deemed terminated without severance pay but other benefits remain.

All property that immediately before commencement was vested in the Government for use by the Department of the Registrar‑General shall, on the date of commencement of this Act, vest in the Service, subject to all interests, liabilities, charges, obligations and trusts, except property the Cabinet Secretary may specify in writing.

All pending legal proceedings and claims relating to matters covered by the relevant laws must be continued or enforced by or against the Service as if they had been continued or enforced by or against the Government if the Act had not been enacted.