The Public Benefit Organizations Regulations, 2026 introduce a new legal framework for NGOs in Kenya, replacing the old NGO Coordination Act. They create a clear system for registration, governance, compliance, monitoring, and dissolution of organizations that operate for public benefit. The main aim is to ensure transparency, accountability, and proper use of resources.
Public Benefit Requirement
For any organization to qualify, its activities must genuinely benefit the public, fall within recognized sectors, and must not provide private gain to directors, their families, or associates. The benefit must be clear, direct, and intended for identifiable beneficiaries.
Starting and registering an NGO
To start an NGO, the process begins with name reservation, where at least two names are submitted. The name must not be similar to existing organizations, misleading, offensive, or suggest government affiliation. Once approved, it is reserved for a limited peri
For registration, the applicant must submit:
- A completed application form and fee
- A constitution
- Proof of name reservation
- Minutes showing intention to register
- Details of directors, with at least one-third being Kenyan residents
- The organization’s physical and postal address
The Authority reviews the application within 60 days and may approve, reject, or impose conditions. No organization can operate legally without registration
Existing Organizations (Transition from NGO Act)
Organizations registered under the old NGO Act must now comply with the new framework. They are required to submit updated documents, including their constitution, governance details, and resolution to transition. Once verified, they are issued with new certificates or permits under the PBO system. This ensures continuity but requires full compliance with the new law.
Recognition of Other Entities
Entities such as companies or trusts can be granted PBO status if they have been operating for at least three years, are in good standing, and can show audited accounts and public benefit activities.
Foreign organizations must either register fully if they operate directly in Kenya or obtain a permit if they only support activities indirectly. In both cases, they must show proof of registration in their home country, funding sources, and include Kenyan representation.
Obligations After Registration
Once registered, compliance is continuous. Every organization must:
- Keep proper financial records, including audited accounts and asset registers
- Prepare annual financial statements
- Submit annual reports to the Authority
- They must also notify the Authority of any material changes such as:
- Change of directors (within 30 days)
- Change of address, structure, or banking details (within 60 days)
This ensures transparency and accountability in operations.
Governance and Accountability
Organizations must have a proper governing structure, avoid conflicts of interest, and operate transparently. Foreign organizations must include local participation in leadership to ensure accountability within Kenya.
Regulatory Oversight and Enforcement
The Authority has powers to investigate organizations and ensure compliance. It may suspend or cancel registration where there is non-compliance, inactivity, or unlawful conduct. During suspension, an organization cannot operate, access funds freely, or deal with its assets. However, organizations have the right to be notified, heard, and to appeal or apply for reinstatement.
Dissolution and Deregistration
An organization may voluntarily dissolve by passing a resolution and notifying the Authority. It must account for all its assets and liabilities. Assets cannot be shared among members and must be transferred to another organization with similar objectives.
The Authority may also deregister an organization for failure to comply, inactivity, or illegal activities.
Financial and Operational Rules
Organizations must ensure that all assets are properly recorded and used strictly for public benefit purposes. They may engage in income-generating activities, but any profits must be used only to support their objectives and must comply with licensing and regulatory requirements
Other Key Aspects
The Regulations allow electronic submissions, maintain a public register of organizations, provide for replacement of certificates, and impose penalties for non-compliance.
Importance of the Regulations
For existing organizations, the Regulations require compliance but also improve credibility, transparency, and trust. For new organizations, they provide a clear and structured system on how to properly establish and operate an NGO in Kenya.
Anyone wishing to start an NGO must now be prepared to meet legal requirements not just at registration, but throughout the life of the organization, including governance, documentation, reporting, and audits.
Conclusion
The PBO Regulations, 2026 create a more structured and accountable NGO sector in Kenya. While they introduce stricter requirements, they ensure that organizations operate transparently, use resources responsibly, and genuinely serve the public. Compliance is now continuous and essential for any organization to operate legally and sustainably.
