The procedure of incorporation of a Charitable Trust in Kenya

The procedure of incorporation of a Charitable Trust in Kenya

A charitable trust is a legal arrangement in which assets and income are dedicated to benefiting the public or a significant section of the public. In Kenya, charitable trusts are governed by the Trustees (Perpetual Succession) Act (Cap.164 of the Laws of Kenya) and are incorporated through the Business Registration Service (BRS).

Purpose of a Charitable Trust in Kenya

Charitable trusts are established for:

• Relief of poverty

• Advancement of education, religion, or human rights

• Environmental protection

• Other purposes beneficial to the public

A charitable trust cannot engage in political activities or be profit-oriented.

Procedure for Incorporating a Charitable Trust in Kenya

The incorporation process of a trust in Kenya involves three key steps:

1. Preparation of the Trust Deed

A trust deed is a foundational document that outlines:

• The name of the trust

• Objectives of the trust

• Details of trustees (full names, addresses, roles, and powers, including the ability to appoint or replace trustees)

2. Payment of Stamp Duty

Once signed by the trustees, the trust deed must be submitted for stamp duty assessment and payment.

3. Registration of the Charitable Trust in Kenya

Registration takes place in two stages:

• Registration under the Registration of Documents Act (RDA) – This step takes approximately 8-12 weeks. While this registration does not make the trust a corporate entity, the trust can still operate and implement its objectives.

• Incorporation under the Trustees (Perpetual Succession) Act – After RDA registration, a certified copy of the trust deed and a petition for incorporation is lodged with the Business Registration Service (BRS).

• Upon approval, the Certificate of Incorporation is issued, making the trust a body corporate. This process typically takes 2 months or less depending on the workload of the Registrar.

Requirements of incorporation of a trust in Kenya

To successfully incorporate a charitable trust, the following details must be provided:

1. Trust Deed Information

• Name of the trust

• Main objective of the trust (e.g., education, medical, environmental, etc.)

• Settlor/Donor details (full name, copy of ID/passport; if a company, a copy of the certificate of incorporation)

• Proposed physical address and domicile of the trust

• Description of beneficiaries and their allocations, if any

• Trust Fund details, including:

  • List of assets held by the trust

  • Letter of commitment from the donor

  • Initial funds or property transfers

2. Trustee Information

• Full names and addresses of trustees

• Passport photos

• Copies of PIN certificates

• Copies of National ID or passport

3. Trust Administration Details

• Appointment and removal of trustees

• Operation of trust accounts

• Powers and responsibilities of trustees

• Procedures for conducting meetings

• Amendment procedures for the trust deed

4. Common Seal of the Trust

A representation of the common seal, which must be round and bear the name of the trust, is required for incorporation. We can assist you with acquiring the common seal.