The Certified Governance Secretaries Bill, 2026
Status Timeline
Proposed
Active now
Public Review
Pending
Debate
Pending
Executive
Pending
Final
Pending
New Licensing and Registration Regime
Section 19 establishes the Certified Governance Secretaries Board to register and license certified governance secretaries and firms.
- Under Section 30, practicing without a valid certificate and licence is strictly prohibited.
- Licences are subject to annual renewal and expire on the 31st of December of the year of issue (Section 29(4)).
Fines of Up to KSh 2 Million for Non-Compliance
The bill establishes severe penalties to enforce compliance across individuals and firms:
- Unlicensed Practice: Any individual practicing without registration and a valid licence commits an offence liable to a fine not exceeding KSh 1,000,000 or imprisonment for up to one year (Section 30(2)).
- Offences by Firms: Firms offering services without registration or failing to submit annual returns under Section 32 face a fine not exceeding KSh 2,000,000 (Section 51(2)).
- False Claims of Membership: Falsely representing oneself as a fellow, member, or associate of the Institute is penalised by a fine of up to KSh 500,000 (Section 51(1)).
Disciplinary Committee and Misconduct Penalties
Section 39 establishes a Disciplinary Committee to investigate professional misconduct as defined under Section 38. The committee has the authority to:
- Deregister, suspend, or reprimand certified secretaries.
- Direct individuals to pay fines not exceeding KSh 1,000,000 (Section 42(j)).
- Direct individuals to pay compensation to complainants up to KSh 1,000,000 (Section 42(k)).
- Appeals against the Disciplinary Committee's decisions may be lodged in the High Court within 30 days (Section 43).
Transition Window for Existing Professionals
The bill completely repeals the Certified Public Secretaries of Kenya Act (Cap. 534) (Section 53). Section 54 provides transitional guidelines:
- Practicing certificates and registrations active under the repealed Act automatically transition to equivalent certificates under the new law.
- Individuals currently offering services as defined under Section 26 must obtain a new certificate and licence within 12 months of the Act's commencement.
Bill No.
No. 17 of 2026
Gazette No.
Supplement No. 79
Sponsor
Kimani Ichung'wah
Background
The Certified Governance Secretaries Bill, 2026 aims to establish a modern regulatory framework for professional corporate governance, ethical administration, and secretarial auditing services in Kenya. By replacing the outdated Certified Public Secretaries of Kenya Act (Cap. 534), the bill seeks to raise professional standards, mandate continuous professional development, and create robust regulatory oversight mechanisms through two newly established statutory bodies.
Key Amendments
- Repeal of Cap. 534: Completely repeals the Certified Public Secretaries of Kenya Act (Cap. 534) (Section 53).
- Establishment of the Institute: Establishes the Institute of Certified Governance Secretaries under Section 3 as a body corporate capable of acquiring property, borrowing money, and suing/being sued.
- Establishment of the Board: Establishes the Certified Governance Secretaries Board under Section 19 to oversee the registration, licensing, and database maintenance of practicing professionals and firms.
- Disciplinary Committee: Sets up a dedicated Disciplinary Committee under Section 39 consisting of members appointed by the Council to hear and adjudicate professional complaints.
New Obligations
- Mandatory Licensing: Individuals offering secretarial, governance auditing, or corporate advisory services must hold both a valid certificate of registration (Section 28) and an annual practicing licence (Section 29).
- Registration of Firms: Partnerships and corporate entities offering governance secretarial services must register with the Board (Section 31) and submit annual returns (Section 32).
- Accreditation for Governance Audits: Members cannot conduct a governance audit unless they are specifically accredited to do so by the Institute (Section 34).
- Continuous Professional Development: To maintain active registration, members must fulfill continuous professional development courses prescribed by the Council (Section 28(2)(c)).
Penalties
- Practicing Without a Licence: Violators are liable on conviction to a fine not exceeding KSh 1,000,000, imprisonment for up to one year, or both (Section 30(2)).
- Firm Contraventions: Unregistered firms offering secretarial services or failing to file annual returns face fines of up to KSh 2,000,000 (Section 51(2)).
- Misleading Statements: Any person making a misleading statement in an application faces a fine of up to KSh 500,000, imprisonment for up to six months, or both (Section 51(3)).
- Disciplinary Misconduct Fines: The Disciplinary Committee may order a member to pay a fine not exceeding KSh 1,000,000 (Section 42(j)) or order compensation to complainants up to KSh 1,000,000 (Section 42(k)).
Transitional Provisions
- Deemed Certifications: Any practicing certificate issued under Section 17 of the repealed Act continues to be deemed valid as a certified governance secretary certificate under this Act (Section 54(1)(a)).
- Automatic Membership Roll-Over: Persons registered as public secretaries, fellows, or honorary fellows under Cap. 534 automatically transition into equivalent membership tiers within the new Institute (Section 54(1)(b)-(e)).
- 12-Month Grace Period: Active practitioners currently offering secretarial services defined under Section 26 must align with the new licensing requirements within 12 months of the commencement of this Act (Section 54(1)(f)).
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