After PBO Transition: Kenya NGO Compliance Records
For organisations that existed under Kenya’s former NGO regime, the PBO transition is not just a change of certificate. It is a change in the legal story the organisation must be able to prove. A bank, donor, auditor, county office or new board member may ask when the organisation was first registered, whether it remained legally recognised after the Public Benefits Organizations Act commenced, what changed in its constitution, and why the new certificate carries a different number. The safest answer is not a verbal explanation. It is a transition file that preserves the chain from the old regime to the present one.
Start
With the Legal Turning Points
The Public Benefits Organizations Act commenced on 14 May 2024 and
is currently published by Kenya Law in its version amended on 20 June 2025 by
the Anti-Money Laundering and Combating of Terrorism Financing Laws (Amendment)
Act. The legal transition was then reshaped by the High Court’s decision in
Otieno and others v Attorney General and PBORA, delivered on 30 April 2025. The
Court held that organisations already registered under the repealed NGO law
could not be forced to apply afresh and ordered automatic and unreserved
transition into the PBO framework. That judgment should sit behind every legacy
organisation’s understanding of its status.
The
2026 Regulations Changed the Practical Work
The next major step came in 2026. PBORA announced that the PBO
Regulations were gazetted on 18 March 2026 and approved through the
parliamentary process in April. On 14 May 2026 the Authority issued Advisory
No. 1 of 2026 on automatic transition. PBORA’s position is that former NGOs
automatically transitioned and do not need fresh registration, but the
Authority still needs updated information to maintain the PBO register. That
distinction is essential: updating the record is not the same as proving your
existence from zero.
Keep
the Old Certificate
The original certificate issued under the repealed NGO regime should
remain permanently in the compliance file, even after PBORA issues a new PBO
certificate. It proves the organisation’s historical registration identity.
PBORA’s 2026 advisory says the new certificate will retain the initial
registration date and previous registration number while also assigning the PBO
framework number. Keeping both certificates allows the organisation to explain
why older leases, bank accounts, donor agreements, tax files and court or land
records refer to the earlier number.
Keep
the Submission That Updated the Register
PBORA’s May 2026 transition process asks national and international
PBOs to submit information through eCitizen, including particulars of the
governing body, revised constitutions aligned to the PBO Act, minutes
containing resolutions on transition and constitutional amendments, and copies
of certificates issued under the repealed Act. A legacy organisation should
keep a complete copy of that submission, not just the final certificate.
Screenshots or system receipts, payment evidence where relevant, correspondence
and the exact version of every uploaded document can later resolve
disagreements about what the Authority received.
Preserve
the Constitution Before and After Transition
A revised constitution can create an evidential gap if the old
version disappears. The compliance file should therefore preserve the last
constitution used under the former NGO regime, the board or members’ resolution
approving amendments, the revised PBO-aligned constitution and, ideally, a
short schedule showing the material changes. This is useful far beyond PBORA. A
donor conducting due diligence may need to know when governance powers changed.
A bank may need to verify current signatory authority. An auditor may need to
understand why the composition of the governing body differs from earlier
records.
Governance
History Matters
The same approach should be taken with office bearers and governing
bodies. Keep appointment or election minutes, resignation records, acceptance
letters where used, notifications to the regulator and the updated register of
officials. PBORA’s current service materials include formal notification
processes for material changes, including changes in the governing body,
officials, constitution, address and banking arrangements. A clean governance
history allows the organisation to answer the basic but important question: who
had authority to act for the PBO at a particular time?
Do
Not Throw Away Old Annual Compliance Records
Transition does not make previous annual reports, audited accounts
or regulatory filings irrelevant. They may be needed to demonstrate continuity,
answer an audit query, support tax treatment, verify assets or respond to a
donor conducting historical due diligence. The 2026 regulatory framework also
expects PBOs to maintain records including audited accounts, financial records,
asset inventories and annual progress information. A legacy file should
therefore preserve prior NGO-era returns alongside the organisation’s PBO-era
submissions rather than treating the new regime as a reason to start the
archive again.
Keep
an Asset Trail
Property is another reason historical records matter. Vehicles,
laptops, office equipment, land interests and other assets may have been
purchased under old grant agreements using the former NGO registration name or
number. Keep purchase records, donor approvals, logbooks or title documents,
asset registers and disposal or transfer records. If the legal identity is
questioned later, the old certificate and transition documents help connect
those assets to the present PBO. Without that chain, a routine disposal or
insurance claim can become an avoidable ownership problem.
The
2025 Court Judgment Belongs in the File
The High Court judgment should be preserved because it does more
than address re-registration. It also found several provisions
unconstitutional, including the former section 32 disclosure requirement to the
extent that it compelled disclosure of personal information about members,
donors or beneficiaries without sufficient safeguards or justification. The
Court also addressed fair-hearing protections and compulsory association. A
legacy PBO receiving an unusually broad information demand should therefore avoid
two extremes: it should neither assume every request is invalid nor assume
every request must be answered in full. The request should be tested against
the Act as currently operative, the Court’s orders, the Data Protection Act and
the Authority’s lawful regulatory mandate.
Regulator
Requests Should Be Answered From a Controlled File
A strong compliance file makes regulatory engagement easier because
it separates documents that are routinely disclosable from records containing
sensitive personal information. Constitutions, certificates, governing-body
particulars, audited accounts and formal resolutions can be organised for quick
production. Beneficiary files, donor personal details, safeguarding records and
other sensitive material should have tighter access. When PBORA asks for
information, the organisation can then respond precisely, identify the legal
basis and protect information that requires additional safeguards rather than
sending an uncontrolled archive.
Track
Material Changes After Transition
The transition file should not become a sealed historical folder.
PBORA’s current forms and service materials require notification of specified
material changes. If the organisation changes its constitution, officials,
principal address, banking arrangements or other registered particulars, the
compliance record should include the internal resolution, the notification,
proof of submission and the Authority’s response. This creates a continuous
chain from the former NGO certificate through automatic transition and into
current PBO governance.
Keep
Evidence of Lawful AML/CFT Compliance Too
The PBO Act was amended in June 2025 as part of Kenya’s wider
anti-money-laundering and counter-terrorism financing reforms. PBORA’s own
current mandate includes oversight and monitoring of PBOs at risk of
terrorist-financing abuse. That makes it sensible for organisations to preserve
their risk assessments, board-approved financial controls, due-diligence
procedures, sanctions or targeted-financial-sanctions records where relevant,
and evidence of staff training. The point is not to create indiscriminate files
on beneficiaries. FATF’s current NPO framework emphasises targeted and
proportionate measures.
What
the Transition File Should Prove
A good file should allow a new reader to reconstruct the
organisation without needing institutional memory. It should prove the original
legal status, the automatic transition, the authority for constitutional
changes, the continuity of the governing body, the relationship between old and
new registration numbers, the history of annual compliance, and the basis on
which the organisation responded to material regulator requests. That is more
useful than a folder containing only the newest certificate.
The
Practical Lesson
Kenya’s PBO transition should be treated as a continuity exercise
rather than a clean break. The Court protected legacy organisations from
unnecessary fresh registration, and PBORA’s 2026 process recognises automatic
transition while updating the register. For an older NGO, the compliance task
is therefore to preserve the bridge. Years from now, the organisation should
still be able to show how yesterday’s registered NGO became today’s PBO, which
documents changed, which did not, and why its legal identity remained
continuous through the transition.
Source note. Principal materials considered include
the Public Benefits Organizations Act, Cap. 134, as amended on 20 June 2025;
Otieno & 2 others v Attorney General & another; Katiba Institute &
9 others, Petition E519 of 2024, [2025] KEHC 8557 (KLR), judgment of 30 April
2025; PBORA’s notice on the gazetting of the PBO Regulations 2026; PBORA
Advisory No. 1 of 2026 on Automatic Transition dated 14 May 2026; PBORA’s
current forms, downloads and service materials; and FATF’s current framework
for risk-based measures concerning non-profit organisations.
Suggested citation:
Ronald Serwanga, “After PBO Transition: Kenya NGO Compliance Records” East Africa Legal Insight (4 September 2026).