By Wahome Ngatia

The Public Benefit Organizations (PBO) Authority has unveiled the draft Public Benefit Organizations Regulations, 2025, a comprehensive framework aimed at operationalizing the Public Benefit Organizations Act, 2013. These regulations, currently open for public comment, promise to transform how NGOs, nonprofits, and other civil society actors are registered, monitored, and governed in Kenya.

Key Highlights from the Draft Regulations

The regulations are organized into ten detailed parts, each laying out specific procedures and requirements for operating as a Public Benefit Organization (PBO) in Kenya. Here are the most critical takeaways for NGOs:

1. Stricter Registration Process

NGOs must now pass a public benefit test to be registered. This ensures that an organization’s activities align with the public interest and that no private gain accrues to directors or their associates. Applications must include comprehensive documentation — such as a detailed constitution, minutes of board meetings, and particulars of at least five directors (with one-third being Kenyan nationals).

2. Dual Pathways: Registration vs. Bestowment

Organizations can register either as:

• National PBOs (local entities)
• International PBOs (foreign entities with Kenyan operations)
  Alternatively, legally registered organizations under other Kenyan laws (e.g., Trustees Act or Companies Act) can apply to be bestowed with PBO status if they’ve operated for at least one year and meet the public benefit criteria.

3. Annual Returns and Oversight

PBOs must file annual returns by March 31 each year, disclosing financial records, audited accounts, and an activity report. The Authority is empowered to conduct inspections and inquiries into any suspected non-compliance or irregularities.

4. Suspension and Deregistration Powers

The Authority may suspend or cancel registration for reasons including non-compliance, misrepresentation, or ceasing public benefit activities. Suspended organizations cannot transact financially or amend leadership until reinstated.

5. Recognition of Forums and Federations

Civil society coalitions can apply for formal recognition as forums or federations of forums, fostering self-regulation within thematic or geographic sectors. Forums must have at least ten members and federations five recognized forums.

6. Economic Activities Permitted

PBOs may engage in business activities — but only if these support their charitable purpose, comply with financial best practices, and are approved by relevant authorities.

What’s New Compared to the 2023 PBO Act?

While the Act passed in May 2023 set the legal foundation for PBOs, these 2025 regulations bring specificity, enforcement mechanisms, and administrative clarity. Unlike the Act, the regulations:

• Specify application fees (e.g., Ksh 20,000–75,000 depending on category).
• Provide detailed forms and compliance timelines.
• Empower the Authority to publish suspensions, reinstatements, and deregistrations in the Gazette and its website.
• Introduce operational audits and enhanced transparency on funding sources.

Similarities to the Act

The underlying principles — transparency, public benefit focus, stakeholder scrutiny, and self-regulation — remain intact. Both the Act and regulations emphasize inclusive participation and prohibit private inurement or political affiliation.

Who’s Involved and What Comes Next?

The Cabinet Secretary for Interior and National Administration is overseeing the regulation-making process under Section 69(1) of the Act. The PBO Authority is currently inviting feedback from the public, civil society, and other stakeholders.

Once the public participation process concludes, the final draft will be published and tabled for adoption, with the regulations expected to be gazetted and enforced later this year.

Why This Matters

These regulations, once enacted, will fundamentally reshape Kenya’s nonprofit landscape. While they promise improved transparency and coordination, they also introduce stricter compliance obligations. Civil society actors are urged to carefully review the regulations, submit feedback, and prepare for the new era of PBO governance.

For those who have long awaited implementation of the PBO Act after years of stagnation, this is both a critical opportunity and a test of the government’s commitment to civic space.

Have Your Say:
The PBO Authority has called on NGOs, funders, and the public to submit their views via written memoranda or attend upcoming stakeholder forums. Now is the time for every voice to count.

You can send your memoranda via email to [email protected] or deliver to their office at Cooperative Bank house, Nairobi, 15th floor.