NGO Constitution (Kenya)

A NGO Constitution (Kenya) in Kenya an NGO Constitution in Kenya is the foundational governance document of a non-governmental organisation, setting out the organisation's name, objectives, membership rules, management structure, financial controls, and dissolution procedures in accordance with the Non-Governmental Organizations Co-ordination Act Cap. 134. The Constitution is the primary document reviewed by the NGO Co-ordination Board during registration and must comply with the minimum requirements prescribed under the Non-Governmental Organizations Co-ordination Regulations, 1992.

The Non-Governmental Organizations Co-ordination Act Cap. 134 established the NGO Co-ordination Board as the principal regulatory authority for all NGOs operating in Kenya, whether local or international. Section 10 of the Act requires every NGO to register with the Board before commencing operations, and the Board's registration checklist mandates submission of a certified Constitution or trust deed as a prerequisite for issuance of a Certificate of Registration. Without a registered Constitution, the NGO cannot open a bank account, receive donor funds, or legally employ staff in Kenya.

The NGO Co-ordination Board, which operates under the Ministry of Public Service and Human Capital Development, assesses the submitted Constitution against the organisation's stated objectives and verifies that governance structures are adequate to prevent misuse of donor funds. The Board's standards are further reinforced by the Public Benefit Organisations Act 2013 (PBO Act), which, though not fully operationalised as of 2025, signals Kenya's legislative direction toward replacing Cap. 134 with a thorough framework covering all civil society organisations including foundations, associations, and trusts.

An NGO Constitution must be distinguished from a Trust Deed used for charitable trusts registered under the Trustee Act (Cap. 167), and from the Memorandum and Articles of Association used for companies limited by guarantee under the Companies Act No. 17 of 2015. Many international NGOs operating branch offices in Kenya register as foreign NGOs under Part IV of Cap. 134 rather than incorporating locally, and their Constitution must also satisfy the requirements of the NGO Co-ordination Board's Foreign NGO registration guidelines.

The Kenya Revenue Authority (KRA) grants income tax exemption to qualifying NGOs under Section 13 of the Income Tax Act (Cap. 470), but only after the organisation demonstrates through its Constitution that its objectives are charitable or community benefit in nature and that no profits will be distributed to members. The KRA's exemption application requires submission of the NGO's Constitution alongside its Certificate of Registration from the NGO Co-ordination Board. Under Kenya law, Section 3 of the Companies Act 2015 (No. 17 of 2015) and Section 2 of the Law of Contract Act (Cap 23) govern the core requirements for this type of document.

The legal framework governing the NGO Constitution (Kenya) in Kenya draws on several key statutes and regulatory bodies. Under the Companies Act No. 17 of 2015, the Registrar of Companies at the Office of the Attorney General maintains the register of Kenyan companies. Section 3 of the Law of Contract Act (Cap. 23) governs contractual obligations. The Competition Authority of Kenya (CAK) enforces the Competition Act No. 12 of 2010. The Kenya Revenue Authority (KRA) administers corporate tax under the Income Tax Act (Cap. 470). The High Court of Kenya has unlimited original jurisdiction under Article 165 of the Constitution of Kenya 2010. Parties executing a NGO Constitution (Kenya) in Kenya should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Non-Governmental Organizations Co-ordination Act Cap. 134 sets the foundational requirements.

An NGO Constitution in Kenya is required at the formation stage of any non-governmental organisation before applying for registration with the NGO Co-ordination Board under Section 10 of the Non-Governmental Organizations Co-ordination Act Cap. 134.

A Constitution is needed when a group of founders wishes to register a local NGO with the NGO Co-ordination Board. The Board's registration process requires at least three founding members who must sign the Constitution, confirming the NGO's objectives, governance structure, and financial controls before a Certificate of Registration is issued.

An NGO Constitution is required when an international NGO seeks to establish operations in Kenya under Part IV of Cap. 134. The Board requires a certified copy of the parent organisation's constitution or equivalent governance document, together with a resolution authorising operations in Kenya, before granting a permit to operate.

The Constitution is necessary when applying for income tax exemption from the Kenya Revenue Authority (KRA) under Section 13 of the Income Tax Act (Cap. 470). The KRA reviews the Constitution to confirm that the organisation's stated objectives are charitable, educational, or community-development in nature and that no surplus funds are distributed to members or founders.

An NGO Constitution is needed when applying to donors and grant-making foundations — including the Kenya Community Development Foundation (KCDF), the Ford Foundation Kenya Office, or bilateral donors such as USAID Kenya and the European Union Delegation — as part of due diligence. Funders require sight of the Constitution to assess governance, fiduciary controls, and alignment between the NGO's stated objectives and the proposed project.

A Constitution is also required when the NGO registers as an employer with the National Social Security Fund (NSSF), the Social Health Insurance Fund (SHIF), and the Kenya Revenue Authority PAYE system — all of which require the organisation's legal instrument as supporting documentation during registration. Under Kenya law, Section 3 of the Companies Act 2015 (No. 17 of 2015) and Section 2 of the Law of Contract Act (Cap 23) govern the core requirements for this type of document.

A valid NGO Constitution in Kenya under the Non-Governmental Organizations Co-ordination Act Cap. 134 must contain the following essential elements to satisfy the NGO Co-ordination Board's registration requirements and to govern the organisation effectively.

Name and Registered Office: The full legal name of the NGO, which must not be identical or deceptively similar to an existing registered NGO or company. The physical registered office address in Kenya must be stated, as the NGO Co-ordination Board uses this address for all official correspondence. Post Office Box addresses alone are insufficient — a street address is required.

Objects and Purposes: A clear and specific statement of the NGO's charitable, development, humanitarian, or community objectives. The objects clause determines whether the KRA will grant income tax exemption under Section 13 of the Income Tax Act (Cap. 470) and whether the organisation qualifies for the reduced rate of withholding tax applicable to NGOs. Objects must be non-profit and for the public benefit.

Membership: The categories of membership (ordinary, associate, honorary), the qualifications for admission, membership fees or subscriptions, rights and obligations of members, and the procedure for suspension or expulsion. The NGO Co-ordination Board requires a minimum of three founding members for local NGOs.

Governance and Management: The composition, powers, and quorum requirements of the governing body (Board of Directors or Executive Committee), procedures for election or appointment of officials, terms of office, and conflict of interest rules. The Constitution must specify that the governing body meets at least twice a year and that minutes are maintained.

Financial Provisions: The NGO's financial year, banking arrangements, authorised signatories (minimum of two for cheques and electronic transfers), audit requirements, and a prohibition on distribution of profits or surplus to members. Annual audited accounts must be submitted to the NGO Co-ordination Board under Regulation 19 of the NGO Co-ordination Regulations, 1992. The Constitution should reference compliance with the Public Finance Management Act No. 18 of 2012 for NGOs receiving public funds.

Amendment Procedure: A specified procedure for amending the Constitution — typically requiring a two-thirds majority of members present at a special general meeting called with at least 21 days' written notice.

Dissolution: Conditions under which the NGO may be dissolved and the procedure for winding up, including a clause specifying that on dissolution, the NGO's assets shall not be distributed to members but shall be transferred to another registered NGO or charitable organisation with similar objectives.

Forms-legal.com provides this Kenya NGO Constitution template as a practical starting point for founders registering a non-governmental organisation with the NGO Co-ordination Board. The template should be reviewed by a qualified Kenyan advocate before submission, particularly where the NGO intends to operate in regulated sectors such as health, education, or security-sensitive areas. Under Kenya law, Section 3 of the Companies Act 2015 (No. 17 of 2015) and Section 2 of the Law of Contract Act (Cap 23) govern the core requirements for this type of document.

Additional compliance elements for a NGO Constitution (Kenya) used in Kenya include: Under the Companies Act No. 17 of 2015, the Registrar of Companies at the Office of the Attorney General maintains the register of Kenyan companies. Section 3 of the Law of Contract Act (Cap. 23) governs contractual obligations. The Competition Authority of Kenya (CAK) enforces the Competition Act No. 12 of 2010. The Kenya Revenue Authority (KRA) administers corporate tax under the Income Tax Act (Cap. 470). The High Court of Kenya has unlimited original jurisdiction under Article 165 of the Constitution of Kenya 2010. Forms-legal.com provides this template as a starting point for Kenya-compliant documentation.