Certified Public Secretaries Of Kenya

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PART I – PRELIMINARY
1.
Short title
This Act may be cited as the Certified Public Secretaries of Kenya Act, 1988.

2.
Interpretation
(1) In this Act, unless the context otherwise requires—
“certified public secretary” means a person registered as a certified public secretary under section 19;
“chairman of the Board” means the chairman of the Registration of Certified Public Secretaries Board appointed by the Minister under the Third Schedule;
“chairman of the Institute” means the chairman of the Institute and includes a person appointed under paragraph 2 of the First Schedule to act as chairman;
“company secretary” means a certified public secretary;
“Council” means the Council of the Institute established by section 8;
“Disciplinary Committee” means the committee established under section 25;
“Examination Board” means the Kenya Accountants and Secretaries National Examinations Board established by section 14 of the Accountants Act (Cap. 531);
“Institute” means the Institute of Certified Public Secretaries of Kenya established by section 3;
“practising certificate” means a practising certificate issued by the Registration Board pursuant to section 14;
“register” means the register kept pursuant to section 22;
“Registration Board” means the Registration of Certified Public Secretaries Board established by section 11.

(2) For the purposes of this Act—
(a) a person is registered if his name is recorded in the register pursuant to section 22(1)(a);
(b) a person is not registered if his registration is cancelled and particulars of the cancellation are recorded in the register pursuant to section 22(1)(c);
(c) a person is registered if the fact of the restoration of his registration is recorded in the register pursuant to section 22(1)(d).

PART II – ESTABLISHMENT OF VARIOUS BODIES
3.
Establishment of the institute
(1) There shall be established an Institute to be known as the Institute of Certified Public Secretaries of Kenya.
(2) The Institute—
(a) shall be a body corporate;
(b) shall have a common seal which shall be kept in such manner as the Council directs;
(c) may acquire, hold and dispose of property; and
(d) may sue and be sued in its corporate name.

(3) All courts, judges and other persons acting judicially shall take judicial notice of the seal of the Institute affixed to a document and shall presume that it was duly affixed.
(4) The Provisions of the First Schedule shall have effect with respect to the Institute.

4.
Membership of the Institute
(1) Each person who is registered is a member of the Institute.
(2) The members of the Institute shall be divided into the following two classes, namely—
(a) Fellows (comprising those persons who become fellows pursuant to an invitation under subsection (3) of this section and section 5) each of whom shall be titled “Fellow of the Institute of Certified Public Secretaries of Kenya” (designatory letters F.C.P.S. (Kenya)); and
(b) Members (comprising those members of the Institute who are not Fellows) each of whom shall be titled “Member of the Institute of Certified Public Secretaries of Kenya” (designatory letters C.P.S. (Kenya)).

(3) Where the Council considers that a member of the Institute has rendered outstanding service to the secretarial profession, the Council may invite the member to become a Fellow.
(4) Members of the Institute shall pay such fees and subscriptions as the Council may determine under section 8(3).

5.
Honorary Fellows
(1) Where the Council considers that a person (not being a member of the Institute) has rendered special services to the Institute or the secretarial profession, the Council may invite the person to become an Honorary Fellow of the Institute.
(2) An Honorary Fellow shall not be a member of the Institute.

6.
Chairman of the Institute
There shall be a chairman of the Institute who shall be elected in the manner provided in paragraph 1 of the First Schedule.

7.
Functions of the Institute
The functions of the Institute shall be—
(a) to promote standards of professional competence and practice amongst members of the Institute;
(b) to promote research into the subject of secretarial practices and finance and related matters and the publication of books, periodicals, journals and articles in connection therewith;
(c) to promote the international recognition of the Institute;
(d) to advise the Examination Board on matters relating to examination standards and policies;
(e) to carry out any other functions prescribed for it under any of the provisions of this Act or under any other written law; and
(f) to do anything incidental or conducive to the performance of the preceeding functions.

B – Council of the Institute

8.
The Council
(1) The Institute shall be governed by a council to be known as the Council of the Institute.
(2) Subject to this Act, all acts and things done in the name of, or on behalf of, the Institute by the Council or with the authority of the Council shall be deemed to have been done by the Institute.
(3) The fees and subscriptions payable from time to time by members of the Institute shall be determined by the Council.
(4) The provisions of the Second Schedule shall have effect with respect to the Council.

9.
Constitution of the Council
(1) The Council shall consist of—
(a) the chairman;
(b) nine members of the Institute elected in the manner provided in paragraph (1) of the Second Schedule; and
(c) one member appointed pursuant to subsection (2).

(2) The Minister may appoint one member of the Council.

10.
Secretary to the Council
(1) There shall be a secretary to the Council who shall be appointed by the Council.
(2) The secretary to the Council shall hold and vacate the office of the secretary in accordance with terms of the instrument of his appointment to that office.
(3) In addition to the functions which he is required to exercise and perform by or under this Act, the secretary to the Council shall exercise and perform such functions as the Council may, from time to time, determine.
C – Registration of Certified Public Secretaries
Board
11.
The Registration Board
(1) There shall be a board to be known as the Registration of Certified Public Secretaries Board.
(2) The Registration Board—
(a) shall be a body corporate;
(b) shall have a common seal which shall be kept in such manner as the Registration Board directs;
(c) may acquire, hold and dispose of property; and
(d) may sue and be sued in its corporate name.

(3) All courts, judges and other persons acting judicially shall take judicial notice of the seal of the Registration Board affixed to a document and shall presume that it was duly affixed.
(4) The provisions of theThird Schedule shall have effect with respect to the Registration Board.

12.
Constitution of the Registration Board
(1) The Registration Board shall consist of eight members appointed by the Minister, of whom—
(a) four shall be nominated by the Council;
(b) one shall be nominated by the Examination Board;
(c) one shall be nominated by the Minister for the time being responsible for Commerce;
(d) one shall be the secretary to the Commission for Higher Education or a person nominated by him;
(e) one shall be the Director of Personnel Management or a person nominated by him.

(2) The members of the Registration Board appointed pursuant to subsection (1)(a) and (b) shall be nominated from amongst the members of the Institute.

12.
Constitution of the Registration Board
(1) The Registration Board shall consist of eight members appointed by the Minister, of whom—
(a) four shall be nominated by the Council;
(b) one shall be nominated by the Examination Board;
(c) one shall be nominated by the Minister for the time being responsible for Commerce;
(d) one shall be the secretary to the Commission for Higher Education or a person nominated by him;
(e) one shall be the Director of Personnel Management or a person nominated by him;
(f) one shall be nominated by the Minister for the time being responsible for finance.

(2) The members of the Registration Board appointed pursuant to subsection (1)(a) and (b) shall be nominated from amongst the members of the Institute.
[Act No. 14 of 1991, Sch.]

12.
Constitution of the Registration Board
(1) The Registration Board shall consist of nine members appointed by the Minister, of whom—
(a) four shall be nominated by the Council;
(b) one shall be nominated by the Examination Board;
(c) one shall be nominated by the Minister for the time being responsible for Commerce;
(d) one shall be the secretary to the Commission for Higher Education or a person nominated by him;
(e) one shall be the Director of Personnel Management or a person nominated by him;
(f) one shall be nominated by the Minister for the time being responsible for Finance.

(2) The members of the Registration Board appointed pursuant to subsection (1)(a) and (b) shall be nominated from amongst the members of the Institute.
[Act No. 14 of 1991, Sch., Act No. 11 of 1992, Sch.]

13.
Registrar of the Registration Board
(1) The Minister shall appoint a public officer to be the registrar of the Registration Board.
(2) The Registrar of the Registration Board shall hold and vacate the office of the Registrar in accordance with the terms of the instrument of his appointment to that office.
(3) The Registrar of the Registration Board may attend meetings of the Registration Board and may, with the consent of the person presiding at a meeting, take part in the deliberations on any matter arising at the meeting, but he shall not be entitled to vote on any such matter.
(4) In addition to the functions which he is required to exercise and perform by or under this Act, the Registrar of the Registration Board shall exercise and perform such functions as the Registration Board may, from time to time, determine.

PART III – PRACTISING CERTIFICATES AND REGISTRATION OF CERTIFIED
PUBLIC SECRETARIES
14.
Practising certificate
(1) After the expiration of twelve months or such longer period as the Minister may declare by notice in the Gazette after the commencement of this Act, no person shall practise as a certified public secretary unless he is the holder of a practising certificate that is in force.
(2) Any person who contravenes subsection (1) shall be guilty of an offence and liable on conviction to a fine not exceeding six thousand shillings or to imprisonment for a period not exceeding one year or to both.

15.
Practising as a certified public secretary
(1) Subject to this section, a person practises as a certified public secretary for the purpose of this Act if, in consideration of remuneration or other benefits received or to be received and whether by himself or in partnership with any other person—
(a) he engages in the public practice of secretaryship or performs the statutory duties of a certified public secretary or holds himself out to the public as a person entitled to do so;
(b) he offers to perform or performs services involving the submission of official and statutory returns of companies and trading organizations;
(c) he offers to perform or performs services involving the certification of statutory returns or records related to statements; or
(d) he engages in any practice, or performs or offers to perform any services, which may be prescribed.

(2) A salaried employee of the Government, a local authority or of any other person does not practise as a certified public secretary by reason only of doing, in his capacity as such employee, any of the acts referred to in subsection (1).

16.
Application for practising certificate
(1) A person wishing to obtain a practising certificate shall apply to the Registration Board.
(2) An application for a practising certificate shall be in the prescribed form and shall be accompanied by the prescribed fee.

16.
Application for practising certificate
(1) A person wishing to obtain a practising certificate shall apply to the Registration Board.
(2) An application for a practising certificate shall be in the prescribed form and shall be accompanied by the prescribed fee.
(3) Any person who, in any application for a practising certificate wilfully makes a false or misleading statement shall be guilty of an offence and liable to a fine not exceeding three thousand shillings or imprisonment for a term not exceeding six months or to both.
[Act No. 14 of 1991, Sch.]

17.
Issue of practising certificate
(1) Where an application is made by a person in accordance with section 16, the Registration Board shall issue to him a practising certificate if it is satisfied that—
(a) he is registered;
(b) he has received from a secretary who is the holder of a practising certificate instructions of such a nature and for such period as may be prescribed; and
(c) he meets such other requirements as may be prescribed and, if not so satisfied, shall refuse the application.

(2) A practising certificate issued to any person remains the property of the Registration Board.

17.
Issue of practising certificate
(1) Where an application is made by a person in accordance with section 16, the Registration Board shall issue to him a practising certificate if it is satisfied that—
(a) he is registered;
(b) he has received from a certified public secretary who is the holder of a practising certificate instructions of such a nature and for such period as may be prescribed; and
(c) he meets such other requirements as may be prescribed and, if not so satisfied, shall refuse the application.

(2) A practising certificate issued to any person remains the property of the Registration Board.
[Act No. 11 of 1992, Sch.]

18.
Duration of practising certificate
(1) A practising certificate remains in force unless it ceases to be in force under subsection (2), (4) or (5).
(2) A practising certificate issued to any person ceases to be in force if that person ceases to be registered.
(3) Where a practising certificate issued to any person ceases under subsection (2) to be in force, that practising certificate does not come into force again if the person is subsequently registered:
Provided that a practising certificate will come into force if the registration of the person is restored pursuant to subsection (5) or (6) of section 23.
(4) Subject to section 29(3)(b), a practising certificate ceases to be in force during any period when it is suspended pursuant to section 28(1)(e) or, if that period is varied on appeal under section 29, during the period as so varied.
(5) A person may surrender to the Registration Board a practising certificate issued to him and in that event the certificate ceases to be in force.
(6) Where a practising certificate ceases to be in force under subsection (2), the person to whom the certificate was issued shall deliver it to the Registration Board within fourteen days after the date on which he ceases to be registered.
(7) Any person who, without reasonable excuse, contravenes subsection (6) is guilty of an offence and liable to a fine not exceeding five thousand shillings.

18A.
Annual license.
(1) Every person who has been registered under this Act and who has been issued with a practising certificate under section 18 shall, if he intends to practise, require, in addition to holding such practising certificate, an annual licence in the prescribed form for which he shall pay to the Registration Board a prescribed fee which shall be the aggregate of—
(a) such annual fee as shall be prescribed by the Minister under section 37 of this Act ; and
(b) the sum of five thousand shillings or such other sum as may be prescribed by the Minister for the time being responsible for finance by notice in the Gazette.

(2) Any sum payable under subsection (1)(a) shall be applied by the Registration Board in such manner as may be prescribed by the Minister and any sum payable under subsection (1)(b) shall be paid by the Registration Board to the Treasury in such manner as the Minister for the time being responsible for finance shall direct.
(3) Every annual licence shall bear the date on which it is issued and shall be effective from that date and shall expire at the end of the licence year in which it is issued.
(4) The licence year shall be from the 1st January to the 31st December in each year.
(5) The Registrar shall note on the register the date of issue of every annual licence.

18A.
Annual license.
(1) Every person who has been registered under this Act and who has been issued with a practising certificate under section 18 shall, if he intends to practise in his professional capacity, require, in addition to holding such practising certificate, an annual licence in the prescribed form for which he shall pay to the Registration Board a prescribed fee which shall be the aggregate of—
(a) such annual fee as shall be prescribed by the Minister under section 37 of this Act ; and
(b) the sum of five thousand shillings or such other sum as may be prescribed by the Minister for the time being responsible for finance by notice in the Gazette.

(2) Any sum payable under subsection (1) (a) shall be applied by the Registration Board in such manner as may be prescribed by the Minister and any sum payable under subsection (1) (b) shall be paid by the Registration Board to the Treasury in such manner as the Minister for the time being responsible for finance shall direct.
(3) Every annual licence shall bear the date on which it is issued and shall be effective from that date and shall expire at the end of the licence year in which it is issued.
(4) The licence year shall be from the 1st January to the 31st December in each year.
(5) The Registrar shall note on the register the date of issue of every annual licence.
(6) For the purposes of this section, a person shall be deemed to practise in his professional capacity if he engages exclusively in his profession—
(i) on his own account and is entitled to receive the entire amount of all fees and charges earned for his own financial benefit; and
(ii)

18A.
Deleted by Act No. 9 of 2000, s. 122.
[Act No. 20 of 1989, Sch., Act No. 21 of 1990, Sch., Act No. 9 of 2000, s. 122.]

18B.
Licensing of dual occupations
(1) Where any person to whom section 18A applies carries on more than one professional occupation at the same time, such person shall elect in writing which of such occupations shall be deemed to be his primary occupation.
(2) A person to whom subsection (1) applies shall only be required to obtain an annual licence in respect of his primary occupation to the intent that no such person shall obtain more than one annual licence in any one year.
[Act No. 7 of 1990, Sch.]

19.
Application for registration
(1) A person wishing to be registered as a secretary shall apply to the Registration Board.
(2) An application to be registered as a secretary shall be in the prescribed form and shall be accompanied by the prescribed fee.
(3) Where an application is made by a person in accordance with this section the Registration Board shall approve the application if it is satisfied that—
(a) he is of or above the age fixed by the Registration Board pursuant to subsection (4);
(b) he is qualified to be registered; and
(c) he is not disqualified from being registered.

(4) The Registration Board shall fix, by notice in the Gazette, the age at which a person wishing to be registered must have attained.
(5) A person who, in an application to be registered, wilfully makes a false or misleading statement shall be guilty of an offence and liable to a fine not exceeding three thousand shillings or to imprisonment for a period not exceeding six months or to both.

19.
Application for registration
(1) A person wishing to be registered as a certified public secretary shall apply to the Registration Board.
(2) An application to be registered as certified public secretary shall be in the prescribed form and shall be accompanied by the prescribed fee.
(3) Where an application is made by a person in accordance with this section the Registration Board shall approve the application if it is satisfied that—
(a) he is of or above the age fixed by the Registration Board pursuant to subsection (4);
(b) he is qualified to be registered; and
(c) he is not disqualified from being registered.

(4) The Registration Board shall fix, by notice in the Gazette, the age at which a person wishing to be registered must have attained.
(5) A person who, in an application to be registered, wilfully makes a false or misleading statement shall be guilty of an offence and liable to a fine not exceeding three thousand shillings or to imprisonment for a period not exceeding six months or to both.
[Act No. 11 of 1992, Sch.]

20.
Qualification
(1) Subject to this section, a person is qualified to be registered if—
(a) he has been awarded by the Examinations Board a certificate designated the Final Certificate of the Certified Public Secretaries Examination;
(b) he holds a qualification approved under subsection (2) by the Registration Board;
(c) he is, at the commencement of this Act, both a citizen of Kenya and a member of the professional body known as the Institute of Chartered Secretaries and Administrators;
(d) he is, at the commencement of this Act, both ordinarily resident in Kenya and a member of the professional body known as the Institute of Chartered Secretaries and Administrators;
(e) he is, at the commencement of this Act, registered as an accountant under section 24(1) of the Accountant Act (No. 15 of 2008); or
(f) he is qualified as an advocate of the High Court of Kenya.

(2) The Registration Board may, from to time, by notice in the Gazette, approve qualifications which it considers sufficient to allow a person to be registered, and may, in like manner, withdraw any such approval.
(3) Notwithstanding subsections (1) and (2), the Registration Board may require a person making application for registration to satisfy the Registration Board (in such manner as it directs) that his knowledge of local law and practice is, and that his professional conduct and general character have been such as in the opinion of the Registration Board make him a fit and proper person to be registered, and unless the person so satisfies the Registration Board he shall not be treated as being qualified to be registered.

20.
Qualification
(1) Subject to this section, a person is qualified to be registered if—
(a) he has been awarded by the Examinations Board a certificate designated the Final Certificate of the Certified Public Secretaries Examination;
(b) he holds a qualification approved under subsection (2) by the Registration Board;
(c) he is, at the commencement of this Act, both a citizen of Kenya and a member of the professional body known as the Institute of Chartered Secretaries and Administrators;
(d) he is, at the commencement of this Act, both ordinarily resident in Kenya and a member of the professional body known as the Institute of Chartered Secretaries and Administrators;
(e) he is, at the commencement of this Act, registered as an accountant under section 24(1) of the Accountant Act (No. 15 of 2008); or
(f) he is qualified as an advocate of the High Court of Kenya.

(2) The Registration Board may, by notice in the Gazette, approve qualifications which it considers sufficient to allow a person to be registered, and may, in like manner, withdraw any such approval.
(3) Notwithstanding subsections (1) and (2), the Registration Board may require a person making application for registration to satisfy the Registration Board (in such manner as it directs) that his knowledge of local law and practice is, and that his professional conduct and general character have been such as in the opinion of the Registration Board make him a fit and proper person to be registered, and unless the person so satisfies the Registration Board he shall not be treated as being qualified to be registered.
[Act No. 14 of 1991, Sch.]

20.
Qualification
(1) Subject to this section, a person is qualified to be registered if—
(a) he has been awarded by the Examinations Board a certificate designated the Final Certificate of the Certified Public Secretaries Examination;
(b) he holds a qualification approved under subsection (2) by the Registration Board;
(c) he is, on the 30th June, 2002, both a citizen of Kenya and a member of the professional body known as the Institute of Chartered Secretaries and Administrators;
(d) he is, on the 30th June, 2002, both ordinarily resident in Kenya and a member of the professional body known as the Institute of Chartered Secretaries and Administrators;
(e) he is, at the commencement of this Act, registered as an accountant under section 24(1) of the Accountant Act (No. 15 of 2008); or
(f) he is, on the 30th June, 2002, an advocate of the High Court of Kenya.

(2) The Registration Board may, by notice in the Gazette, approve qualifications which it considers sufficient to allow a person to be registered, and may, in like manner, withdraw any such approval.
(3) Notwithstanding subsections (1) and (2), the Registration Board may require a person making application for registration to satisfy the Registration Board (in such manner as it directs) that his knowledge of local law and practice is, and that his professional conduct and general character have been such as in the opinion of the Registration Board make him a fit and proper person to be registered, and unless the person so satisfies the Registration Board he shall not be treated as being qualified to be registered.
[Act No. 14 of 1991, Sch., Act No. 2 of 2002, Sch.]

21.
Disqualifications
(1) Subject to this section, a person is disqualified from being registered—
(a) if he is convicted by a court of competent jurisdiction in Kenya or elsewhere of an offence involving fraud or dishonesty;
(b) if he is an undischarged bankrupt;
(c) if he is of unsound mind and has been certified to be so by a medical practitioner; or
(d) if during any period when the Registration Board has determined under section 28(1)(d) that he shall not be registered or during any such period as varied by the High Court under section 29.

(2) A person shall not be treated as disqualified under subsection (1) if the Registration Board, having regard to—
(a) the period which has elapsed since the conviction concerned; or
(b) the circumstances of the offence,
determines that it would be unreasonable to so treat him.

(3) A person shall not be treated as disqualified under subsection (1)(b) if the Registration Board is satisfied that the bankruptcy of the person concerned arose as a result of unavoidable losses or misfortunes.
(4) A person shall not be treated as being disqualified under subsection (1)(d) if the High Court allows an appeal under section 29.

22.
Registration
(1) The registrar of the Registration Board shall cause to be kept a register in which shall be recorded—
(a) the name of any person whose application under section 19 is approved;
(b) the fact that a practising certificate is issued to any person or that any such certificate ceases to be in force under this Act;
(c) particulars of the cancellation under this Act of the registration of any person;
(d) the fact that the registration of any person is restored under this Act; and
(e) such other matters as the Registration Board may determine.

(2) The registrar of the Registration Board may cause to be made such alterations in the register as are necessary to ensure that the matters recorded therein are accurate.
(3) The register may, at all reasonable hours, be inspected, and copies of all or any part of any entry in the register taken—
(a) without payment by—
(i) any member of the police force or any public officer acting in the course of his duty; or
(ii) any person authorized by the registrar of the Registration Board; or

(b) on payment of such fee as may be prescribed, by any other person.

(4) The register shall be received in proceedings before any court or tribunal as evidence of the matters recorded therein which are required by or under this Act to be so recorded.
(5) A document purporting to be certified by the registrar of the Registration Board—
(a) to be a true copy of an entry in the register;
(b) stating that a person is not, or was not on a date specified in the document, registered; or
(c) stating that a person is not, or was not on a date specified in the document, the holder of a practising certificate,
shall be received in proceedings before a court or tribunal as prima facie evidence of any such matter contained in the entry or of that fact, as the case may be.

(6) Proceedings on or an inquiry under this Act before the Disciplinary Committee shall be deemed to be proceedings before a tribunal for the purpose of this section.

23.
Cancellation of registration
(1) Subject to this section, the Registration Board shall cancel the registration of a member of the Institute, if—
(a) a determination that the registration of the member be cancelled is made under section 28(1);
(b) any circumstances arise which, if the member were other than a person applying for registration, would disqualify him under section 21 from being registered; or
(c) the Registration Board is required under subsection (4) to do so.

(2) The Registration Board shall not cancel the registration of a member of the Institute under subsection (1)(b) unless it has afforded to the member an opportunity to show cause why his registration should not be cancelled.
(3) Subsections (2) and (3) of section 21 shall apply in relation to the cancellation of the registration of a member of the Institute under subsection (1)(b) as they apply for the purpose of determining whether or not a person is disqualified from being registered.
(4) The Council may require the Registration Board to cancel the registration of a member of the Institute who fails to comply with the requirement of section 4(4).
(5) When the registration of a member of the Institute is cancelled under subsection (1)(a) the Registration Board shall restore the registration if, on an appeal made under section 29, the High Court allows the appeal.
(6) The Council may direct the Registration Board to restore the registration of a person whose registration is cancelled under subsection (1)(c) and, if it does so, the Registration Board shall restore the registration.
(7) The registration of a member shall be restored by recording in the register particulars of the restoration.
(8) The registration of a member shall be cancelled by recording in the register particulars of the cancellation.

PART IV – DISCIPLINARY PROVISIONS
24.
Professional misconduct
(1) The Minister may, on the advice of the Council and the Registration Board, regulate the professional conduct of the members of the Institute.
(2) A member of the Institute is guilty of professional misconduct if—
(a) he allows any person to practise in his name as a certified public secretary unless such person is the holder of a practising certificate and is in partnership with him or employed by him;
(aa) he practises or attempts to practise or permits any person in his employment to practise without holding a current valid annual license.
(b) he enters, for the purpose of or in course of practising as a certified public secretary, into partnership with a person who does not hold a practising certificate or secures any professional business through the services of such a person or by means not open to a certified public secretary;
(c) he pays or allows or agrees to pay or allow directly or indirectly, to any person (other than a person who holds a practising certificate, is a retired partner or the legal representative of such a partner) any share, commission or brokerage out of the fees for, or profits of, his professional services;
(d) he discloses information acquired in the course of professional engagement to any person other than a client, without the consent of the client, or otherwise than required by law;
(e) he certifies or submits in his name or in the name of his firm a report of statutory returns and completion of such statutory returns and the related records have not been made by him or a partner or an employee in his firm;
(f) he fails to disclose in a statutory return or otherwise a material fact known to him and disclosure of that fact is necessary to ensure that the statutory returns are not misleading;
(g) he fails to report a material mis-statement known to him to appear in a statutory return with which he is concerned in a professional capacity;
(h) he is guilty of gross negligence in the conduct of his professional duties;
(i) he expresses an opinion on any matter with which he is concerned in a professional capacity without obtaining sufficient information on which to base the opinion;
(j) he fails to keep the funds of a client in a separate banking account or to use any such funds for purposes for which they are intended;
(k) he includes in any statement, return or form to be submitted to the Council any particulars knowing them to be false; or
(l) he does or fails to do any other act which may be prescribed.


24.
Professional misconduct
(1) The Minister may, on the advice of the Council and the Registration Board, regulate the professional conduct of the members of the Institute.
(2) A member of the Institute is guilty of professional misconduct if—
(a) he allows any person to practise in his name as a certified public secretary unless such person is the holder of a practising certificate and is in partnership with him or employed by him;
(aa) Deleted by Act No. 9 of 2000, s. 123.
(b) he enters, for the purpose of or in course of practising as a certified public secretary, into partnership with a person who does not hold a practising certificate or secures any professional business through the services of such a person or by means not open to a certified public secretary;
(c) he pays or allows or agrees to pay or allow directly or indirectly, to any person (other than a person who holds a practising certificate, is a retired partner or the legal representative of such a partner) any share, commission or brokerage out of the fees for, or profits of, his professional services;
(d) he discloses information acquired in the course of professional engagement to any person other than a client, without the consent of the client, or otherwise than required by law;
(e) he certifies or submits in his name or in the name of his firm a report of statutory returns and completion of such statutory returns and the related records have not been made by him or a partner or an employee in his firm;
(f) he fails to disclose in a statutory return or otherwise a material fact known to him and disclosure of that fact is necessary to ensure that the statutory returns are not misleading;
(g) he fails to report a material mis-statement known to him to appear in a statutory return with which he is concerned in a professional capacity;
(h) he is guilty of gross negligence in the conduct of his professional duties;
(i) he expresses an opinion on any matter with which he is concerned in a professional capacity without obtaining sufficient information on which to base the opinion;
(j) he fails to keep the funds of a client in a separate banking account or to use any such funds for purposes for which they are intended;
(k) he includes in any statement, return or form to be submitted to the Council any particulars knowing them to be false; or
(l) he does or fails to do any other act which may be prescribed.
[Act No. 20 of 1989, Sch., Act No. 9 of 2000, s. 123.]


25.
The Disciplinary Committee
(1) There shall be a committee to be known as the Disciplinary Committee.
(2) The Disciplinary Committee shall consist of not less than three or more than five members who shall be appointed by the Council and the quorum of any meeting of such committee shall be three.
(3) There shall be a chairman of the Disciplinary Committee who shall be appointed by the Council.
(4) Subject to this section, a member of the Disciplinary Committee holds office for three years and is eligible for reappointment.
(5) The Council may, at any time, with or without cause, terminate the appointment of a member of the Disciplinary Committee or terminate the appointment of a member as chairman of the committee.
(6) Where a member of the Disciplinary Committee is unable to exercise and perform his functions the Council may appoint a person to replace the member for such period as may be necessary.

26.
Inquiry by the Disciplinary Committee
(1) Where the Council has reason to believe that a member of the Institute may have been guilty of professional misconduct it shall refer the matter to the Disciplinary Committee which shall inquire into the matter.
(2) The provisions of the Fourth Schedule shall have effect with respect to an inquiry by the Disciplinary Committee pursuant to subsection (1).

27.
Recommendations after inquiry
(1) On the completion of an inquiry under section 26 into the alleged professional misconduct of a member of the Institute, the Disciplinary Committee shall submit to the Council a report of the inquiry which shall include one, or more than one, of the following recommendations, namely—
(a) that no further action be taken against the member;
(b) that the member be reprimanded;
(c) that the member be reprimanded with publication of the reprimand in the Gazette;
(d) that the registration of the member be cancelled and that he be not registered for such a period (including life) as is specified; or
(e) that any practising certificate or any annual licence or both held by the member be suspended.

(2) Where the Disciplinary Committee in a report makes a recommendation under subsection (1)(a) or (b) the Council shall, if it agrees with the recommendation, inform the member of the Institute concerned that no further action is to be taken against him or reprimand the member, as the case may be.
(3) Where the Disciplinary Committee in a report makes a recommendation—
(a) under subsection (1)(a) or (b) and the Council does not agree with the recommendation; or
(b) under subsection (1)(c), (d) or (e),
the Council shall, within fourteen days of the receipt of the report, forward to the Registration Board a copy of the report together with any recommendation referred to in subsection (1) which the Council considers appropriate in the circumstances of the case, which recommendation may or may not be the same as the recommendation of the Disciplinary Committee.

27.
Recommendations after inquiry
(1) On the completion of an inquiry under section 26 into the alleged professional misconduct of a member of the Institute, the Disciplinary Committee shall submit to the Council a report of the inquiry which shall include one, or more than one, of the following recommendations, namely—
(a) that no further action be taken against the member;
(b) that the member be reprimanded;
(c) that the member be reprimanded with publication of the reprimand in the Gazette;
(d) that the registration of the member be cancelled and that he be not registered for such a period (including life) as is specified; or
(e) that any practising certificate held by the member be suspended.

(2) Where the Disciplinary Committee in a report makes a recommendation under subsection (1)(a) or (b) the Council shall, if it agrees with the recommendation, inform the member of the Institute concerned that no further action is to be taken against him or reprimand the member, as the case may be.
(3) Where the Disciplinary Committee in a report makes a recommendation—
(a) under subsection (1)(a) or (b) and the Council does not agree with the recommendation; or
(b) under subsection (1)(c), (d) or (e),
the Council shall, within fourteen days of the receipt of the report, forward to the Registration Board a copy of the report together with any recommendation referred to in subsection (1) which the Council considers appropriate in the circumstances of the case, which recommendation may or may not be the same as the recommendation of the Disciplinary Committee.
[Act No. 20 of 1989, Sch., Act No. 9 of 2000, s. 124.]

28.
Determination by the Registration Board
(1) On the receipt pursuant to section 27 of a copy of a report relating to the alleged professional misconduct of a member of the Institute, the Registration Board may make one, or more than one, of the following determinations, namely—
(a) determine that no further action be taken against the member;
(b) reprimand the member;
(c) reprimand the member and cause the fact of the reprimand to be published in the Gazette;
(d) determine that the registration of the member be cancelled and direct that he be not registered for such period (including life) as is specified; or
(e) suspend the practising certificate or any annual licence or both of the member for such period as is specified.

(2) Before making a determination under subsection (1) the Registration Board may, in writing, require the Council to furnish to the Registration Board such further evidence concerning any matter that is so specified, and the Council shall comply with the requirement.
(3) In order to comply with a requirement of the Registration Board under subsection (2) the Council may direct the Disciplinary Committee to reopen and continue the inquiry concerned and the Disciplinary Committee shall do so to the extent that it is necessary to furnish the evidence required.
(4) A member of the Institute whose alleged professional misconduct is the subject of inquiry has a right to be heard by the Registration Board before it makes a determination under subsection (1).
(5) The Registration Board shall notify the member of the Institute whose alleged professional misconduct is the subject of inquiry of its determination under subsection (1).
(6) Subject to section 29, a determination of the Registration Board under subsection (1) is final.

28.
Determination by the Registration Board
(1) On the receipt pursuant to section 27 of a copy of a report relating to the alleged professional misconduct of a member of the Institute, the Registration Board may make one, or more than one, of the following determinations, namely—
(a) determine that no further action be taken against the member;
(b) reprimand the member;
(c) reprimand the member and cause the fact of the reprimand to be published in the Gazette;
(d) determine that the registration of the member be cancelled and direct that he be not registered for such period (including life) as is specified; or
(e) suspend the practising certificate of the member for such period as is specified.

(2) Before making a determination under subsection (1) the Registration Board may, in writing, require the Council to furnish to the Registration Board such further evidence concerning any matter that is so specified, and the Council shall comply with the requirement.
(3) In order to comply with a requirement of the Registration Board under subsection (2) the Council may direct the Disciplinary Committee to reopen and continue the inquiry concerned and the Disciplinary Committee shall do so to the extent that it is necessary to furnish the evidence required.
(4) A member of the Institute whose alleged professional misconduct is the subject of inquiry has a right to be heard by the Registration Board before it makes a determination under subsection (1).
(5) The Registration Board shall notify the member of the Institute whose alleged professional misconduct is the subject of inquiry of its determination under subsection (1).
(6) Subject to section 29, a determination of the Registration Board under subsection (1) is final.
[Act No. 20 of 1989, Sch., Act No. 9 of 2000, s. 125.]

29.
Appeals
(1) A person aggrieved by a determination of the Registration Board under section 28(1)(d) or (e) may appeal to the High Court against the determination within ninety days of being notified of the determination.
(2) On an appeal the High Court may affirm (with or without variation of the period for which the person concerned is not to be registered or the period for which his practising certificate is suspended) the determination of the Registration Board or allow the appeal.
(3) A determination under section 28(1)(d) or (e) has effect notwithstanding that an appeal is made against the determination, but in the event that the High Court allows the appeal—
(a) section 23(5) has effect in relation to the cancellation of the registration of the member of the Institute; and
(b) the suspension of a practising certificate of the member of the Institute ceases to have effect.


30.
Rules
(1) The Chief Justice may make rules governing appeals under section 29 and providing for the fees to be paid, the scale of costs of any appeal and the procedures to be followed therein.
(2) Until rules are made under subsection (1) and subject to any such rules, the provisions of the Civil Procedure Act (Cap. 21) apply as if the determination appealed against was a decree of a subordinate court exercising original jurisdiction.

PART V – MISCELLANEOUS PROVISIONS
31.
Staff and protection of Institute, etc., from liability
(1) The Institute and the Registration Board may each employ such persons as are necessary for the discharge of their respective functions.
(2) No liability shall attach to the Institute, or the Registration Board or to any of their respective members, employees or agents for any loss or damage sustained by any person as a result of any act or omission done or made in good faith and without negligence in the performance or exercise or the intended performance or exercise of any duty or power or conferred by or under this Act.

32.
Terms and conditions of employment of staff
The terms and conditions of employment of persons employed under section 31 shall be as are determined by the Institute and the Registration Board respectively.

33.
Moneys payable to the Institute and the Registration Board
(1) There shall be payable to the Institute and the Registration Board such moneys as are appropriated by Parliament for their respective purposes.
(2) The Minister may give directions as to the amounts in which, and the times at which moneys referred to in subsection (1) are to be paid to the Institute, and the Registration Board respectively.

34.
Accounts and audit
(1) The Institute and the Registration Board shall each keep proper accounts and proper records in relation to the accounts and shall each prepare in respect of each accounting year a statement of accounts.
(2) The accounts and statements of accounts of the Institute and the Registration Board shall, subject to the Exchequer and Audit Act (Cap. 412), be audited by accountants appointed by the Institute or by the Registration Board, as the case may be.
(3) As soon as the accounts and statement of accounts of the Institute or the Registration Board have been audited under subsection (2), the Institute and the Registration Board, as the case may be, shall send to the Minister a copy of the statement together with a copy of any report made by the auditor concerned on that statement or on any such accounts.
(4) On the written request of the Minister the accounts and statement of the Institute, or the Registration Board, shall be made available to him or to any person nominated by him.

35.
Offences
(1) A person who—
(a) assumes or uses the title or designatory letters referred to in section 4(2)(a) and who is not a Fellow of the Institute of Certified Public Secretaries of Kenya;
(b) assumes or uses the title or designatory letters referred to in section 4(2)(a) and who is not a member of the Institute of Certified Public Secretaries of Kenya; or
(c) assumes or uses the title Honorary Fellow of the Institute of Certified Public Secretaries of Kenya and who is not such an Honorary Fellow,
shall be guilty of an offence.

(2) A corporate body (whether incorporated in Kenya or elsewhere) which uses any of the titles or designatory letters referred to in section 4(2)(a) or 4(2)(b) shall be guilty of an offence.
(3) Where a firm—
(a) uses the title or designatory letters referred to in section 4(2)(a) and each of the partners is the firm is not entitled to use the title or designatory letters as the case may be; or
(b) uses the title or designatory letters referred to in section 4(2)(b) and each of the partners in the firm is not entitled to use the title or designatory letters as the case may be,
each of the partners of the firm shall be guilty of an offence.

(4) A person guilty of an offence under this section is liable on conviction to a fine not exceeding five thousand shillings, together with a further fine not exceeding four hundred shillings for each day on which the offence continues.

35.
Offences
(1) A person who—
(a) assumes or uses the title or designatory letters referred to in section 4(2)(a) and who is not a Fellow of the Institute of Certified Public Secretaries of Kenya;
(b) assumes or uses the title or designatory letters referred to in section 4(2)(a) and who is not a member of the Institute of Certified
Public Secretaries of Kenya; or
(c) assumes or uses the title Honorary Fellow of the Institute of Certified Public Secretaries of Kenya and who is not such an Honorary Fellow,
shall be guilty of an offence.

(2) A corporate body (whether incorporated in Kenya or elsewhere) which uses any of the titles or designatory letters referred to in section 4(2)(a) or 4(2)(b) shall be guilty of an offence.
(3) Where a firm—
(a) uses the title or designatory letters referred to in section 4(2)(a) and each of the partners in the firm is not entitled to use the title or designatory letters as the case may be; or
(b) uses the title or designatory letters referred to in section 4(2)(b) and each of the partners in the firm is not entitled to use the title or designatory letters as the case may be,
each of the partners of the firm shall be guilty of an offence.

(4) A person guilty of an offence under this section is liable on conviction to a fine not exceeding five thousand shillings, together with a further fine not exceeding four hundred shillings for each day on which the offence continues.
[Act No. 14 of 1991, Sch.]

36.
Vacancy in membership
The Council or the Registration Board may exercise and perform its functions notwithstanding any vacancy among the members and the validity of any proceedings of the Council or the Registration Board is not affected by any such vacancy or any defect in the appointment of a member.

37.
Regulations
The Minister may make regulations prescribing anything which is required to be or which maybe prescribed under this Act, and for carrying out or giving effect to this Act.
PART VI – GENERAL PROVISIONS
38.
Application of Part
The provisions of this Part shall have effect notwithstanding any other provisions of this Act.

39.
Convening first annual general meeting of the Institute
(1) To enable the first annual general meeting of the Institute to be convened the Minister may appoint a person to exercise and perform the functions of the Council under paragraph 5 of the First Schedule, and anything done by the person so appointed under that paragraph for that purpose shall be deemed to have been done by the Council.
(2) The Minister shall not appoint under section 9(2) a member of the Council until after the chairman has been elected at the first annual general meeting of the Institute.
(3) The person appointed pursuant to subsection (1) shall, until the chairman is elected preside at the first annual meeting of the Institute and may, for that purpose, exercise and perform all the functions under this Act of the chairman.

40.
Transitional provisions
In order to provide for continuity in the statutory administrative affairs of companies, the Minister shall make rules to provide for the orderly and smooth transfer of functions to qualified certified public secretaries duly registered in accordance with the provisions of this Act.

41.
Amendment of Cap. 486
The Companies Act (Cap. 486) is amended by inserting the following new section immediately after section 178—
178A. Qualifications of a secretary to a company
(1) Every secretary to the company shall hold a qualification prescribed by section 20 of Certified Public Secretaries Act, 1988.
(2) Notwithstanding the provisions of subsection (1) the Minister may, on the advice of the Council and the Registration Board, exempt certain classes of companies, non-profit making organizations and charitable organizations from the provisions of that subsection.
FIRST SCHEDULE
[Section
3(4).]
THE INSTITUTE
FIRST SCHEDULE
[Section
3(4), Act No. 2 of 2002, Sch.]
THE INSTITUTE
THIRD SCHEDULE
[Section
11(4).]
THE REGISTRATION BOARD
THIRD SCHEDULE
[Section
11(4), Act No. 2 of 2002, Sch.]
THE REGISTRATION BOARD