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CASE STUDY · COMPLIANCE MODERNISATION
Modernising the Books: Corporate Compliance Overhaul for a Nairobi Machinery Manufacturer
An established Nairobi heavy machinery manufacturer faced a due diligence review for a major institutional contract. Years of accumulated compliance gaps, including outdated statutory registers, unrecorded share transfers, and unfiled director changes, had to be fully remediated. FIRM conducted the audit, reconstructed the records, and completed the filings within 30 days.
Industry
Manufacturing
Service
Business Compliance
Timeline
30 Business Days
Location
Nairobi, Kenya
THE CLIENT
About the Client
The client is the managing director of an established heavy machinery manufacturing company with operations in Nairobi. The business has been operating for over a decade, supplying industrial equipment to construction, agriculture, and infrastructure clients across Kenya and the region.
The company had grown substantially over the years but its corporate compliance records had not been maintained in line with the requirements of the Companies Act 2015. The statutory registers were outdated, minutes of board meetings had not been formally maintained, and a number of director and shareholder changes had never been filed with the Registrar of Companies.
THE CHALLENGE
The Situation
The company was shortlisted for a significant supply contract with a large institutional client. As part of the procurement process, the client required a formal due diligence review of the company’s corporate records. The review identified multiple compliance failures: director appointments and resignations that had not been notified to the Registrar, share transfers that had not been recorded in the statutory register of members, and years of improperly maintained or absent company minutes.
The institutional client indicated that the contract could not proceed until the compliance position was fully remediated and independently confirmed. The company risked losing the contract entirely if the issues were not resolved within the procurement timeline.
Beyond the immediate contract risk, the gaps represented a genuine regulatory exposure. An incomplete statutory record is a breach of the Companies Act 2015 and leaves the company and its directors open to penalties if the position is not corrected.
“We had been focused entirely on operations. The compliance gaps built up quietly over years and the due diligence process made them impossible to ignore.”
HOW FIRM SOLVED IT
The Approach
01
Compliance Audit and Gap Analysis
FIRM conducted a full corporate compliance audit of the company, reviewing its statutory registers, all documents filed with the Registrar of Companies through the BRS, and the company’s internal governance records. FIRM produced a structured gap analysis identifying every outstanding obligation, the applicable Companies Act 2015 requirements, and the remediation steps required in the correct sequence.
02
Statutory Register Reconstruction and Registrar Filings
FIRM prepared and filed all outstanding notifications with the Registrar of Companies, including director appointment and resignation forms and shareholder update notifications. FIRM reconstructed the company’s statutory registers, including the register of members, the register of directors, and the minute books, bringing each into compliance with the Companies Act 2015 requirements for the periods in question.
03
Ongoing Compliance Framework
With the records brought fully up to date, FIRM established a forward-looking compliance framework for the company. This included a structured annual compliance calendar, clear protocols for recording board decisions and share transfers, and a schedule for annual returns filing. The framework was designed to prevent any future gaps from accumulating.
THE RESULTS
What the Engagement Delivered
30
Days to Full Compliance
Statutory registers reconstructed and all outstanding Registrar of Companies filings completed within the 30-day engagement window.
✓
Due Diligence Cleared
The company’s corporate records were brought into full compliance with the Companies Act 2015, enabling the institutional procurement process to proceed.
✓
Compliance Framework in Place
A structured compliance calendar and governance record-keeping framework established to prevent future gaps as the company continues to grow.
WHERE THEY ARE NOW
Outcome
With its corporate records fully modernised and all outstanding filings completed, the company was able to satisfy the institutional client’s due diligence requirements and the supply contract proceeded. The compliance remediation removed a significant regulatory exposure that had been building unnoticed for years.
FIRM continues to manage the company’s annual compliance obligations and provides governance support on an ongoing basis, ensuring the statutory records are maintained correctly and the company remains in good standing with the Registrar of Companies.
“We had years of gaps and did not know where to start. FIRM audited everything, fixed what needed fixing, and gave us a system to stay on top of it going forward. The contract came through.”
Managing Director, Nairobi Manufacturing Company