Section 686 of The Companies Act No. 17 of 2015: Lodgement requirements for companies subject to small companies regime
(1) The directors of a company that is subject to the small companies regime—
(a) shall lodge with the Registrar for each financial year a copy of a balance sheet drawn up as at the last day of that year; (b) may also lodge with the Registrar—
(i) a copy of the company's profit and loss account for that year; and
(ii) a copy of the directors' report for that year.
(2) The directors shall also lodge with the Registrar a copy of the auditor's report on the company's balance sheet and the on the company's profit and loss account and directors' report (if any).
(3) Subsection (2) does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.
(4) If the directors of a company subject to the small companies regime lodge with the Registrar a copy of the company's balance sheet for a financial year and, in accordance with this section, do not lodge with the Registrar a copy of the company's profit and loss account or the directors' report, they shall ensure that the copy of the balance sheet states in a prominent position it has been lodged in accordance with the provisions of this Act applicable to companies that are subject to the small companies regime.
(5) The directors of a company that is subject to the small companies regime shall also ensure—
(a) that the copy of the company's balance sheet, and of any profit and loss account or directors' report, lodged with the Registrar under this section states the name of the person who signed it on behalf of the company; and
(b) that the copy of the auditor's report lodged with the Registrar under this section—
(i) states the name of the auditor and, if the auditor is a firm, the name of the person who signed it as senior statutory auditor; or
(ii) if the conditions in section 737 are satisfied — state that a resolution has been passed and notified to the Cabinet Secretary in accordance with that section.
(6) If the directors of a company that is subject to the small companies regime fail to comply with a requirement of this section, each director of the company who is in default commits an offence and on conviction is liable to a fine not exceeding five hundred thousand shillings.
Enhance Your Research with Bookmarks and Annotations
Here's how you can use these features:
- To bookmark this page, click the "Bookmark this Page" button below the document title.
- To add an annotation, highlight text in the document and select "Add Annotation" from the toolbar that appears.
- These features are great for organizing your research and keeping track of key information.
- You can view and manage your bookmarks and annotations on your Bookmarks and Annotations page.
- Section 687 - Lodgement requirements for unquoted companies
(1) The directors of an unquoted company shall lodge with the Registrar foreach financial year of the company a copy of— (a) the company's annual financial statement;
(b) the directors' report;...
- Section 688 - Lodgement requirements for quoted companies
(1) The directors of a quoted company shall lodge with the Registrar for each financial year of the company a copy of—
(a) the company's annual financial statement;
(b) the directors' remuneration...
- Section 689 - Exemption of unlimited companies from requirement to lodge financial statements with Registrar
(1) The directors of an unlimited company are not required to lodge a financial statement with the Registrar in respect of a financial year if at no time during the relevant accounting reference...
- Section 690 - Special auditor's report required if abbreviated financial statement is lodged with Registrar
(1) This section applies when—
(a) the directors of a company lodge an abbreviated financial statement with the Registrar; and
(b) the company is not exempt from audit, or the directors have not...
- Section 691 - Directors of company to approve and sign abbreviated financial statement
(1) An abbreviated financial statement of a company is not valid until it has been approved by the company’s board of directors and signed on behalf of the board by a director of the company.
(2) The...
- Section 692 - Offence to fail to lodge annual financial statement and reports with Registrar
(1) If the requirements of section 683 are not complied with in relation to the lodgement of a company’s financial statement and reports for a financial year before the deadline for lodging them, each...
- Section 693 - Power of the Court to order compliance if annual financial statement or reports not lodged with Registrar
(1) If—
(a) the requirements of section 683 have not been complied with in relation to a company's financial statement or reports for a financial year before the deadline for lodging them with the...
- Section 694 - Company liable to default penalty for failure to lodge annual financial statement and reports with Registrar
(1) A company is liable to a default penalty if the requirements of section 683 are not complied with in relation to lodging the company’s annual financial statement and reports with the Registrar by...
- Section 695 - Voluntary revision of defective financial statements and reports
(1) This section applies to the following documents—(a) the annual financial statement of a company;
(b) a directors' remuneration report;
(c) the directors' report of a company;
(d) a summary...
- Section 696 - Cabinet Secretary may give notice in respect of company's financial statements or reports that are believed to be defective
(1) If—
(a) copies of the financial statement or a directors’ report for a financial year of a company have been sent out under section 662; or
(b) a copy of that financial statement or report has...
- Section 697 - Application to the Court to rectify defective annual financial statement or directors’ report of company
(1) If at the end of the period referred to in section 696(2), or such extended period as the Cabinet Secretary may allow, it appears to that Secretary that the directors have not—
(a) given a...
- Section 698 - Power of Cabinet Secretary to authorise other persons to make application to the Court under section 710
(1) The Cabinet Secretary may, in writing, authorise for the purposes of section697 any person who appears to the Cabinet Secretary—
(a) to have an interest in, and to have satisfactory procedures...
- Section 699 - Power of Kenya Revenue Authority to disclose information to authorised person for certain purposes
(1) The Kenya Revenue Authority may disclose information to the Cabinet
Secretary or a person authorised under section 698 for the purpose of facilitating—
(a) the taking of steps by that person to...
- Section 700 - Power of Cabinet Secretary or authorised person to require documents, information and explanations
(1) This section applies if it appears to the Cabinet Secretary or a person who is authorised under section 698 that there is, or may be, a question whether a company’s annual financial statement or a...
- Section 701 - Restrictions on disclosure of information obtained under compulsory powers
(1) This section applies to information obtained in accordance with a requirement or order under section 700 that relates to the private affairs of a natural person or to any particular...
- Section 702 - Permitted disclosure of information obtained under compulsory powers
(1) The prohibition in section 701 against disclosing information obtained in accordance with a requirement or order under section 700 that relates to the private affairs of a natural person or to any...
- Section 703 - Liability of directors for false or misleading statements in company’s financial statement and reports
(1) This section applies to the following documents—a directors’ report; a directors’ remuneration report; and
a summary financial statement so far as it is derived from either of those...
- Section 704 - Regulations may make further provision about financial statements and reports of companies
The regulations may provide for all or any of the following—
(a) the financial statements that companies are required by this Act to prepare;
(b) the categories of companies required to prepare...
- Section 705 - Duty of company to lodge annual returns with Registrar
(1) Every company shall submit to the Registrar successive annual returnseach of which is made up to a date not later than the date that is from time to time the company’s return date.
(2) The...
- Section 706 - Contents of annual return: general
(1) A company shall ensure that its annual return states the date to which it is made up and contains the following information—
(a) the address of the company's registered office and, if a Post...
- Section 707 - Contents of annual return: information about share capital and shareholders
(1) A company having a share capital shall include in its annual return—(a) a statement of capital; and
(b) the particulars required by subsections (3) to (6) about the members of the...
- Section 708 - Offence for company not to lodge annual return on time, etc
(1) If a company fails to lodge an annual return as required by section 705(1) orlodges an annual return that does not comply with section 705(3), the company, and each officer of the company who is...
- Section 709 - Requirements for auditing financial statements
(1) The directors of a company shall ensure that the company’s annual financial statements for a financial year are audited in accordance with this Part unless the company—
(a) is exempt from audit...
- Section 710 - Right of members to require audit
(1) The members of a company that would otherwise be entitled to exemptionfrom audit under any of the provisions referred to in section 709(1)(a) may by notice under this section require it to obtain...
- Section 711 - Small companies: conditions for exemption from audit
(1) A company that complies with the conditions of subsection (2) in respect of a financial year is exempt from the requirements of this Act relating to the audit of accounts for that year.
(2) The...
- Section 712 - Companies excluded from small companies exemption
A company is not entitled to the exemption conferred by section 711 if it was a public company, or carried on a banking or insurance business, at any time within the relevant financial year.
- Section 713 - Availability of small companies exemption in case of group company
(1) A company is not entitled to the exemption conferred by section 711 in respect of a financial year during any part of which it was a group company unless— (a) the conditions specified in...
- Section 714 - Conditions for exemption from audit for dormant companies
(1) A company is exempt from the requirements of this Act relating to the auditof financial statements in respect of a financial year if—
(a) it has been dormant since its formation; or
(b) it has...
- Section 715 - Companies excluded from dormant companies exemption
A company is not entitled to the exemption conferred by section 714 if it was at any time within the relevant financial year a company that was—
(a) an insurance company, a banking company or an...
- Section 716 - Exemption from audit for non-profit making companies
(1) The requirements of this Part as to audit of financial statements do not apply to a company for a financial year if it is non-profit making and its financial statements are subject to audit by the...
- Section 717 - Appointment of auditors of private company: general
(1) A private company shall appoint an auditor or auditors for each financial year of the company, unless the directors resolve that an audited financial statement is unlikely to be required.
(2) For...
- Section 718 - Appointment of auditors of private company: default power of the Cabinet Secretary
(1) If a private company has failed to appoint an auditor within the period forappointing auditors, the company shall, within seven days after the end of that period, notify the Registrar of the...
- Section 719 - Term of office of auditors of private company
(1) An auditor or auditors of a private company hold office in accordance with the terms of their appointment, subject to the requirements that—
(a) they do not take office until any previous auditor...
- Section 720 - Members of private company may block automatic re-appointment of auditor
(1) An auditor of a private company is not taken to be re–appointed by theoperation of section 719(2) if the company has received notices under this section from members who hold at least the...
- Section 721 - Appointment of auditors of public company: general
(1) A public company is required to have an auditor or auditors for each financial year of the company, unless the directors reasonably resolve otherwise on the ground that an audited financial...
- Section 722 - Appointment of auditors of public company: default power of the Cabinet Secretary
(1) If an auditor or auditors have not been appointed for a public company within the period for appointing auditors, the company shall, within seven days after the end of that period, notify the...
- Section 723 - Term of office of auditors of public company
(1) The auditor or auditors of a public company hold office in accordance withthe terms of their appointment, subject to the requirements that—
(a) they do not take office until the previous auditor...
- Section 724 - Fixing of auditor’s remuneration
(1) If an auditor is appointed by the members of a company, the membersshall fix the auditor’s remuneration, either by ordinary resolution or in such as the members may, by ordinary resolution,...
- Section 725 - Company to disclose terms of audit appointment
(1) A company shall disclose the terms on which the company’s auditor is appointed, remunerated or is required to carry out his or her responsibilities.
(2) In making a disclosure under subsection...
- Section 726 - Regulations to provide for safeguarding disclosure of nature of services provided by company’s auditor
The Cabinet Secretary shall ensure that the regulations provide for safeguarding the disclosure of the nature of any services provided for a company by the company’s auditor, whether in the auditor’s...
- Section 727 - Auditor’s report on annual financial statement of company
(1) An auditor shall make a report to the members of the company on all annualfinancial statements of the company of which copies are, during the auditor’s tenure of office—
(a) in the case of a...
- Section 728 - Auditor's report on directors' report
The auditor shall state in the auditor’s report on the company’s annual financial statement whether in the auditor’s opinion the information given in the directors’ report for the financial year for...
- Section 729 - Auditor’s report on auditable part of directors’ remuneration report
(1) In reporting on the annual financial statement of a quoted company, theauditor shall—
(a) report to the company’s members on the auditable part of the directors’ remuneration report;...
- Section 730 - Responsibilities of auditor
(1) In reporting on the annual financial statement of a company, the company’s auditor shall carry out such investigations as will enable the auditor to form an opinion—
(a) whether adequate...
- Section 731 - Auditor's right to information
(1) An auditor of a company—
(a) has a right of access at all times to the company's accounting records and financial statements, in whatever form they are held; and
(b) may require any of the...
- Section 732 - Auditor's right to information from foreign subsidiaries
(1) If a parent company has a subsidiary undertaking that is not a body corporate incorporated in Kenya, the auditor of the parent company may require it to obtain information or explanations for the...
- Section 733 - Auditor's rights to information: offences
(1) A person who makes a statement, whether oral or written containing information or explanations that the auditor requires, or is entitled to require, under section 731—
(a) knowing that the...
- Section 734 - Auditor's rights in relation to resolutions and meetings
(1) In relation to a written resolution proposed to be agreed to by a privatecompany, the company’s auditor is entitled to receive all such communications relating to the resolution as are required to...
- Section 735 - Auditor to sign and date auditor’s report
(1) Subject to subsection (2), an auditor shall—
(a) sign and date the auditor's report; and
(b) ensure that the auditor's name is prominently displayed in the report.
(2) If the auditor is a firm,...
- Section 736 - Name of auditor to be stated in published copies of auditor’s report
(1) A company shall not publish a copy of an auditor’s report that relates to thecompany unless the copy—
(a) state the name of the auditor and, if the auditor is a firm, the name of the person who...