Corporate Secretary Services Agreement (Kenya)

A Corporate Secretary Services Agreement in Kenya sets out the terms on which a service provider performs work and is paid by the client.

The company secretary in Kenya occupies a position of significant statutory responsibility. Under the Companies Act No. 17 of 2015, the company secretary is responsible for: filing annual returns with the Business Registration Service (BRS) using the eCitizen portal within 42 days of the company's annual general meeting; maintaining the statutory registers required by Part VII of the Companies Act, including the register of members, the register of directors and secretaries, the register of charges, and the register of beneficial owners; giving notice of and preparing minutes for board meetings and general meetings; certifying resolutions passed at board and general meetings; advising the board on compliance with the Companies Act No. 17 of 2015, the Capital Markets Authority (CMA) Act (Cap. 485A) for listed companies, and applicable corporate governance codes.

The Institute of Certified Public Secretaries of Kenya (ICPSK) is the statutory body established under the Certified Public Secretaries of Kenya Act (Cap. 534) to regulate the practice of company secretaries in Kenya. ICPSK members must hold a practising certificate and are subject to the ICPSK Code of Professional Conduct and Ethics. A Corporate Secretary Services Agreement should confirm that the appointed secretary holds a valid ICPSK practising certificate for the year in which services are provided, as an unqualified company secretary exposes the appointing company to penalties under Section 225 of the Companies Act No. 17 of 2015.

For companies listed on the Nairobi Securities Exchange (NSE), the company secretary has additional responsibilities under the CMA Act (Cap. 485A), the NSE Listing Rules, and the Code of Corporate Governance Practices for Issuers of Securities to the Public (2015) issued by the Capital Markets Authority (CMA). Listed company secretaries are required to advise directors on trading blackout periods, disclose material information obligations, and coordinate the production and filing of the annual report. The company secretary of an NSE-listed company is personally liable for breaches of disclosure obligations under the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations 2002.

The Kenya Revenue Authority (KRA) requires companies to file corporate income tax returns under the Income Tax Act (Cap. 470), and the company secretary often plays a coordination role in confirming the company meets its iTax filing deadlines — though tax preparation itself falls within the scope of Certified Public Accountants (CPAs) registered with the Institute of Certified Public Accountants of Kenya (ICPAK). For companies with obligations under the Data Protection Act No. 24 of 2019, the company secretary may be involved in confirming that the register of data processing activities is maintained and that the company's privacy policy and Data Protection Impact Assessments (DPIAs) are up to date and filed with the Office of the Data Protection Commissioner (ODPC).

A Corporate Secretary Services Agreement must be distinguished from an employment contract. Company secretaries in Kenya are often engaged as independent consultants rather than employees, particularly for small and medium-sized companies that do not require a full-time secretary. The agreement defines whether the relationship is one of employment or independent contractor, which affects PAYE, NSSF, and SHIF obligations under the Employment Act No. 11 of 2007 and associated statutes.

A Corporate Secretary Services Agreement in Kenya is required whenever a company wishes to formally appoint a qualified company secretary and document the terms of that appointment in compliance with the Companies Act No. 17 of 2015.

A Corporate Secretary Services Agreement is needed when a newly incorporated company registered with the Business Registration Service (BRS) through the eCitizen portal requires a company secretary to be appointed within the period prescribed by Section 221 of the Companies Act No. 17 of 2015. Private companies incorporated in Kenya are required by law to have a qualified company secretary at all times, and a written agreement prevents disputes about scope, fees, and liability.

A Corporate Secretary Services Agreement is required when a company replaces its outgoing company secretary. Section 238 of the Companies Act No. 17 of 2015 requires any change of company secretary to be notified to the Registrar of Companies at the Business Registration Service (BRS) within 14 days of the change, using the prescribed form. A properly executed services agreement with the incoming secretary provides clear evidence of the appointment date for BRS notification purposes.

A Corporate Secretary Services Agreement is needed when a company outsources its secretarial function to a corporate secretarial firm — a common arrangement for small and medium enterprises (SMEs) registered under the Companies Act No. 17 of 2015. The agreement should specify the named qualified secretary at the firm who will be responsible for the company's statutory filings and compliance obligations, since the statutory responsibility remains personal under the Act.

A Corporate Secretary Services Agreement is required for companies preparing to list securities on the Nairobi Securities Exchange (NSE) or raise capital through the Capital Markets Authority (CMA)-regulated markets. The NSE Listing Rules and CMA Corporate Governance Code require listed companies to have a qualified and experienced company secretary, and the appointment must be formally documented to satisfy the CMA approval process.

A Corporate Secretary Services Agreement is needed when a company registered under the Non-Governmental Organisations Co-ordination Act (Cap. 134) or the Societies Act (Cap. 108) wishes to formalise its governance and secretarial arrangements beyond the minimum statutory requirements, to meet the expectations of donors, investors, or regulatory bodies such as the NGO Coordination Board.

A Corporate Secretary Services Agreement in Kenya under the Companies Act No. 17 of 2015 and the Certified Public Secretaries of Kenya Act (Cap. 534) must contain the following essential provisions.

Parties and Appointment: Full legal names of the company (with BRS Registration Number), the company secretary (individual or firm), and their ICPSK practising certificate number. The agreement should confirm the date of appointment and whether the secretary is engaged as an employee or an independent contractor — a distinction that determines PAYE, NSSF, SHIF, and Housing Levy obligations under the Employment Act No. 11 of 2007 and associated statutes.

Scope of Statutory Services: A precise description of the statutory services to be provided, including: maintaining all statutory registers required by Parts VII and VIII of the Companies Act No. 17 of 2015 (register of members, directors, charges, and beneficial owners); filing the annual return with the Business Registration Service (BRS) via the eCitizen portal within 42 days of the company's annual general meeting; giving notice of board meetings and general meetings in accordance with the Companies Act No. 17 of 2015; preparing and certifying board and general meeting minutes; filing resolutions and other statutory notices with the BRS; and advising the board on compliance with the Companies Act No. 17 of 2015, the Capital Markets Authority (CMA) Act (Cap. 485A) for listed companies, and applicable corporate governance codes.

Additional Services: Any services beyond the statutory minimum — such as corporate governance advisory, board effectiveness reviews, Companies Act No. 17 of 2015 training for directors, coordination of annual report production, or liaison with the Kenya Revenue Authority (KRA) on corporate filings — should be listed separately with agreed fees to avoid scope disputes.

Qualifications and ICPSK Membership: A warranty by the company secretary that they hold a valid ICPSK practising certificate for the duration of the agreement, and an undertaking to provide evidence of renewal annually. Appointment of an unqualified secretary is an offence under Section 225 of the Companies Act No. 17 of 2015.

Fees and Payment: The monthly or annual retainer fee in Kenya Shillings (KES), the payment date, whether fees are exclusive or inclusive of VAT at 16% under the Value Added Tax Act No. 35 of 2013, and the procedure for agreeing fees for additional services outside the agreed scope. Withholding tax obligations on professional fees under the Income Tax Act (Cap. 470) should be addressed.

Confidentiality: The company secretary's obligation to maintain strict confidentiality of board deliberations, shareholder information, financial data, and any personal data processed under the Data Protection Act No. 24 of 2019. The obligation should survive termination of the agreement.

Liability and Indemnity: The company secretary's liability for acts or omissions in the performance of statutory duties, and any indemnity the company provides to the secretary for good-faith actions taken in discharge of statutory duties. Professional indemnity insurance obligations should be addressed.

Term and Termination: The initial term of the appointment, the notice period for termination by either party (typically 30 to 90 days), and the procedure for transition of statutory records and registers to the successor secretary. The outgoing secretary must cooperate with the incoming appointment and the BRS notification requirements under Section 238 of the Companies Act No. 17 of 2015.

Governing Law and Dispute Resolution: Kenyan law governs the agreement, with disputes referred to mediation under the Mediation Act No. 21 of 2024 or to the High Court of Kenya. Forms-legal.com provides this Corporate Secretary Services Agreement as a practical starting point for Kenyan companies — parties should obtain advice from an ICPSK-registered advocate or company secretary before execution.