A bank asks for a CR12, a tender committee asks for a CR13, and neither request explains the difference. Knowing what each document is, and what it does not prove, saves days of back-and-forth with the companies registry and avoids submitting a document that does not answer the question.
Quick answer: the CR12 is the official search issued by the Registrar of Companies showing the company’s current directors, shareholders and share particulars as at the date of the search. The CR13 is a different registry instrument, commonly connected with changes concerning the company secretary, and the labels are sometimes used loosely in practice. Confirm with the requesting party which document is wanted, and provide a current copy.
What the CR12 is
The CR12 is the official search of the company’s particulars held by the Registrar of Companies under the Companies Act 2015 framework. It sets out the current directors and shareholders, the shares each shareholder holds, and related particulars as they appear on the register at the date of the search. It is evidence of what the register says, not of what the company has agreed privately or of what its internal records show.
That distinction matters because requesters often apply a currency rule. A document issued months ago describes the position then, not now. A bank or a procurement body that asks for a recent CR12 is trying to see the register as it stands at the point of onboarding or award, and an older copy may be treated as stale even where nothing has changed.
What the CR13 is
The CR13 is a separate instrument in the registry’s filing system, and in practice it is associated with changes concerning the company secretary. The names of registry forms are not always used precisely by the people requesting them, and some registry-generated certificates carry labels that do not match the description in the request. The safe course is to ask the requester to identify the document by what it should show, not only by its number.
That approach also protects the company. Time spent ordering the wrong document is time not spent on the transaction, and a document that does not answer the requester’s question can delay onboarding even where the company’s records are in order.
Why they are requested
Banks request company search documents as part of customer due diligence and account opening. Tender committees request them to confirm that the company exists, that its directors are who they say they are, and that the person signing the bid has authority. Counterparties in a share transfer, a loan or a sale of business use them to check ownership and control. The Kenya Revenue Authority and other public bodies may ask for them in the course of registration or compliance checks.
In each case, the document is a starting point rather than a complete answer. The requester will usually also want identification for the directors, a board resolution authorising the transaction, a KRA PIN certificate and, increasingly, beneficial ownership information.
How to obtain them
Searches and certified copies are applied for through the Business Registration Service and its online channels, which are reached through eCitizen. The registry publishes guidance on certified copies of records, and the prescribed forms and fees apply. The company should order a fresh document for each significant request rather than relying on a copy kept in a drawer from an earlier transaction.
Where the company needs a certified copy, it should allow time for the certification step and check what form of certification the requester will accept. An uncertified printout may be enough for an internal file review and insufficient for a bank, a tender or a court.
Keeping the register current
The CR12 is only as good as the register behind it. Changes in directors, the company secretary, shareholding and beneficial ownership must be filed promptly, together with the annual return. A common diligence finding is a register that still shows a director who resigned, a secretary who left, or a share transfer that was agreed but never filed.
The company’s internal statutory registers should be updated at the same time as the registry filing, so that the board minutes, the share register and the filed particulars tell the same story. Where a change is made in a hurry, the filing acknowledgement should be kept with the company’s records.
Common problems and a document checklist
| Request | Document to provide | Why |
|---|---|---|
| Bank account opening | Recent CR12 plus identification and board resolution | Confirms directors, shareholders and signing authority |
| Tender or procurement | Recent CR12 and whatever the tender specifies | Confirms existence, ownership and authority |
| Company secretary change | The registry instrument for the change plus updated records | Keeps the register consistent with the company |
| Share transfer | Recent CR12, transfer instrument and updated register | Shows the position before and after the transfer |
| Due diligence | Recent CR12 and a certified copy where required | Shows the register at the date of the search |
The recurring problems are stale documents, mismatches between the register and the company’s own records, and requests that name the wrong form. Each is easier to fix before submission than after the bank or the tender committee has raised a query.
Timing, cost and when to get advice
The registry process is administrative and the fees are prescribed, so the main cost is delay rather than the fee itself. Order documents early in a transaction, keep the acknowledgements, and check the details against the company’s records before sending them out. Where a document is needed for a bid or a drawdown, the order should be placed before the deadline is close.
Take advice where the register does not match the company’s records, a director or secretary dispute is ongoing, the company is being sold or charged, or a requester insists on a document whose purpose is unclear. The firm’s governance advisory practice in Nairobi keeps company records registry-compliant, and it works alongside the guides on changing a company’s directors at the BRS and shareholding structures and director duties.
Primary sources
- Companies Act 2015, Kenya Law.
- Business Registration Service: Companies Registry.
- eCitizen, for access to government services connected with company filings.
This article is general information, not legal advice.