Kenya's new Trust Administration Act – what trustees and settlors need to know

The Trust Administration Act, 2026 (No. 28 of 2026) (Act) came into force on 25 September 2026, and has the effect of consolidating formation, trustee powers and administration of trusts in Kenya in one statutory framework.

The Trustee Act and the Trustees (Perpetual Succession) Act have been repealed.

The Registrar of Trusts (Registrar), an office within the Business Registration Service (BRS), is responsible for the registry and oversight. Clients should prepare for continuing filings and supervision, alongside the existing requirements of their trust deeds.

Who is affected

The Act applies to trusts registered or incorporated under it, trusts created by court order and trusts created by or under other written law. It also preserves trusts and fiduciary obligations arising under customary law, equity, wills, court orders or written law. Private and family trusts, charitable trusts and non-charitable purpose trusts therefore need to assess their position under the new framework.

Employee share ownership plans (ESOPs), real estate investment trusts (REITs) and nominee holdings of securities should be reviewed to determine whether they create a trust and how the Act interacts with the applicable company, securities or other legislation. Their label alone does not determine the answer. Offshore trusts require a similar review of their governing law and Kenyan connections. Section 48 expressly requires records of foreign trusts administered by trustees, including their beneficial owners, Kenyan property and transactions connected with Kenya.

Existing trusts and the compliance timetable

Trusts already incorporated under Trustees (Perpetual Succession) Act Cap.164 and trusts created through registration of their deeds under the Registration of Documents Act remain recognised under section 99 of the Act. Existing rights, powers, liabilities and duties, and the status of existing parties, are preserved. The Registrar may issue replacement incorporation certificates and recall those issued under the repealed regime.

All existing trusts must comply with the Act within 24 months from 25 September 2026, or such other period as the Registrar directs. Existing certificates and registered deeds are therefore a starting point for review, not confirmation that no action is needed. Separately, section 66 gives trusts incorporated before commencement 24 months to lodge their beneficial ownership register, subject to extension by the Registrar. This specific obligation must not be confused with the general transition under section 99.

Trustees should plan towards September 2028 while identifying ongoing deadlines now. Annual returns are due within 30 days of the anniversary of registration or incorporation under the Act. Default attracts an administrative penalty of KES 3 000 for each year. Changes to beneficial ownership, trustees and enforcers (also known as protectors) i.e. persons appointed to oversee compliance with the deed, and amendments to trust deeds or asset lists, attract 21-day filing requirements. BRS guidance will be important in applying the filing calendar to existing trusts.

Corporate trustees administering several trusts should assess each trust separately. The company’s own filings do not replace each trust’s records, beneficial ownership register or returns. Trust assets must be kept separate from the trustee’s own property and separately identifiable from other trust property.

Written trusts require registration or incorporation

The Act recognises written and implied trusts. A new written trust must be registered or incorporated under the Act. Section 5 makes an unregistered or unincorporated written trust unenforceable, while allowing a person claiming an interest to apply to court for recognition or enforcement. Failure to comply is also a ground on which a trust may be declared invalid. New arrangements should address these formalities at establishment.

Registration does not confer separate legal personality on trusts. However, an incorporated trust becomes a body corporate with perpetual succession, able to sue, be sued and hold or dispose of property in its own name. The appropriate route should be considered alongside the trust’s purpose and intended assets.

Family trusts remain non-trading vehicles for personal estate planning and preserving or creating wealth for generations. Non-charitable purpose trusts continue to permit assets to be held for a specific, lawful and achievable purpose without identified beneficiaries, with provision for surplus assets on termination. These structures were recognised under the previous law and remain useful, subject to the new compliance framework.

Beneficial ownership and confidentiality

Every trust must compile and maintain a register of beneficial owners and lodge a copy with the Registrar. A beneficial owner is a natural person who ultimately owns or controls a legal person or arrangement, or on whose behalf a transaction is conducted, including a person exercising ultimate effective control. This is not necessarily the same as the person named to receive benefits under the trust. The information to be recorded is to be prescribed in regulations made under the Act (Regulations).

Changes must be lodged within 21 days, and beneficial ownership records retained for at least seven years after the person ceases to be a beneficial owner.

Lodgement should not be equated with unrestricted public access. Section 78 permits disclosure to specified trust parties, competent and regulatory authorities, reporting institutions and other persons authorised by law or court order. Access procedures remain subject to Regulations which are yet to be published. Trustees should identify the relevant individuals and prepare accurate information while reviewing how personal data is held and disclosed.

Trustee powers and accountability

Many familiar powers, including investment, sale, insurance and delegation, continue within the consolidated framework. The Act nevertheless modifies the framework governing their exercise. Building on earlier investment safeguards, section 51 expressly requires appropriate legal and financial due diligence, necessary qualified advice and periodic investment reviews addressing diversification and risk. Investment must be authorised by the deed and satisfy statutory safeguards, including prudence, liquidity and absence of actual or potential conflicts. Trustees should document the reasons for material decisions.

Trustee composition and corporate trustees

Charitable and non-charitable purpose trusts require at least three natural-person trustees or one corporate trustee; family trusts require at least one trustee. Where trustees are natural persons, at least one must be a Kenyan citizen or resident, as prescribed in Regulations. Corporate trustees require a local contact person who is a natural person resident in Kenya, as prescribed.

The Act sets out alternative (not cumulative) routes to qualify as a corporate trustee: a company incorporated under the Companies Act whose main object is to provide trustee services, or an entity already licensed under other relevant legislation. Separately, section 96 empowers Regulations (which are yet to be published) to prescribe additional licensing requirements. Clients should not assume either a blanket relicensing obligation or a blanket exemption.

Charitable status

The Act defines charitable trusts by exclusive public-benefit purposes, including poverty relief, education, religion, human rights and environmental protection. Recognition as charitable under the Act does not itself confer tax exemption. Section 95 separately permits an application for exemption from provisions of the Act, subject to the Attorney-General’s decision and prior approval by the relevant National Assembly committee. Any tax treatment requires separate consideration under applicable tax law.

Implementation of the Act

Key implementation details remain dependent on Regulations, including beneficial ownership particulars, forms, fees, electronic filings and corporate trustee requirements. The Act does not fix a timetable for issuing them. Trustees should monitor publication and BRS directions rather than assume that the two-year transition postpones every obligation.

What clients should do now

• Confirm how each trust was created and registered or incorporated, and map its obligations alongside any sector-specific regime.

• Review the deed, trustee composition and corporate trustee eligibility; determine whether amendments or other action are needed.

• Prepare or update beneficial ownership information, segregate assets and establish reliable administration and accounting records.

• Allocate responsibility for returns and event-driven filings, consider whether to appoint an eligible trust agent, and set a transition plan with September 2028 as the current planning horizon, subject to Registrar directions.

The Act preserves the usefulness of trusts while making their continuing administration more demanding. A trust health check now will help identify the steps required and allow trustees to respond promptly as Regulations and BRS procedures are implemented.

This article on the new Trust Administration Act was created and contributed to by Bowmans Kenya partner Vruti Shah, Senior Partner Richard Harney, SC; Deputy Chairman and Senior Partner Philip Coulson; Head of M&A Rainbow Field; partner Alex Mathini; and associates Raynold Mwanguku, Kelvin Mbithi, and Dennis Okumu.