The recent gazettement of the Public Benefit Organisations Regulations (2026) has introduced significant regulatory changes affecting NGOs across Kenya. What may initially appear to be an administrative transition has, in reality, created strict compliance obligations with substantial consequences for non-compliance.
Organisations that fail to comply with the new regulations by the stipulated deadline of 13th May 2026 risk automatic de-registration and the loss of tax exemptions. As a result, legal and regulatory compliance has become a critical issue for NGOs, directly impacting their operational continuity and legal standing.
This development marks a major regulatory shift for the non-profit sector in Kenya and requires immediate attention from all affected organisations.
Mandatory transition: what the new regime requires
According to the Public Benefit Organisations Regulations 2026, all NGOs previously registered under the repealed Non-Governmental Organisations Act are required to submit information and documentation to the authority for the issuance of PBO certificates.
While PBO status automatically vests pursuant to the High Court decision in Calleb Otieno & others v Attorney General & others (2024), the legal status does not exempt an organisation from administrative action.
The 2026 regulations introduce a mandatory transition process for NGOs to formalize their recognition as PBOs under the new regime. Regulation 43 requires organisations to submit the following documents to the PBO Authority to receive their new certificate of Public Benefit Status:
- Duly filled form 1- the primary application for registration.
- An authenticated copy of the organisation’s constitution that aligns with the standards set in the Public Benefit Organisations Act
- Minutes showing the board resolution to register under the PBO Act
- Particulars of the governance structure members
- A copy of your old NGO registration certificate for cancellation and replacement
The deadline to comply has been set at 13th May 2026. Beyond this date, an organisation that has not commenced this process may be deemed an unregistered entity.
New compliance standards
Securing the Public Benefit Organisation certificate is only the first step. To maintain good standing, every PBO must now adhere to the following pillars of compliance
- Financial Transparency
Unlike the previous regime under the repealed Non-Governmental Organisations Act, which had varied thresholds for financial transparency, the PBO regulations are absolute. This new regime requires all PBOs to submit to the authority a statement of its audited accounts, a certified copy of its financial statements within six months after the end of each financial year. These reports must be accompanied by an asset register to provide full visibility to the organisation’s resources.
- Governance standards
To ensure local accountability and objective oversight, governance standards have also been significantly formalised. Every PBO must ensure that at least one third of its governing body consists of Kenyan citizens resident in Kenya. In addition to this, the regulations require that at least three out of five of the board members should not be related to each other to ensure independence. Lastly, there is a statutory requirement to maintain clear separation of the governing board and the executive management team to prevent conflicts of interest.
- Notification requirements
This change curtails the previous autonomy NGOs used to enjoy in their internal operations. PBOs are now legally mandated to provide to the authority, in writing the names and physical, residential and business addresses of members of its governing body within one month after any appointment or election of the governing body
- Constitutional changes
Organisations are also required to amend their constitutions to align with the new requirements such as explicitly stating public benefit objectives. The constitutions must also mandate the separation of governing and executive roles, define dissolution procedures for asset transfer, and include a six month deadline for audited financial reports.
Effects of non-compliance
Non-compliance with the PBO regulations is a statutory violation that will result in immediate enforcement actions. The PBO Regulatory Authority has been granted sweeping powers to police this sector including the ability to suspend or cancel an organisations registration according to Regulation 16.
According to Regulation 18, once suspended, the organisation shall not: withdraw funds from the bank account of the organization except for mandatory legal or statutory obligations, undertake any projects or investments, borrow or lend funds to any person, dispose of the assets of the organisation, renew or replace its registration certificate, and amend its register or change the particulars of the directors or membership.
Organisations are encouraged to take proactive steps to ensure compliance with the new regulatory framework and avoid potential disruption to their operations. Whether you are a grassroots organisation or an international entity, our team is well-equipped to guide and manage the transition process on your behalf.
At Kioi & Company Advocates, we are ready to guide your organisation through the PBO compliance process and ensure a smooth transition under the new regulatory framework. Contact us for more information.