Overview
- Kenya's Public Benefit Organizations Regulations, 2026 have fully operationalised the Public Benefit Organizations (PBO) regime and completed the transition from the repealed NGO Act.
- Existing NGOs have been granted a one-year extension and now have until 13 May 2027 to complete their transition to the PBO framework.
- The Regulations introduce specific registration and governance requirements for local and international PBOs, including board composition, constitutional compliance and disclosure obligations.
- Organisations should begin reviewing their constitutions, preparing transition documentation and monitoring further guidance from the PBO Authority as transition filings become available through the eCitizen portal.
The Public Benefit Organizations Regulations, 2026 (Regulations), gazetted on 18 March 2026 under Legal Notice No. 43, operationalise the Public Benefits Organizations Act, Cap. 134 (PBO Act) and complete the transition from the repealed Non-Governmental Organizations Co-ordination Act, 1990 (NGO Act) to the public benefit organizations regime.
Our earlier newsflash of 31 March 2026, available here, flagged 13 May 2026 as the then-applicable transition deadline. That deadline has now been extended by a further year. Existing NGOs now have until 13 May 2027 to complete the transition process.
What this means for you
Entity registered under the repealed NGO Act
Route to PBO status: All NGOs registered under the repealed NGO Act are, by operation of law, deemed to be registered as Public Benefit Organisations (PBOs). However, the PBO Regulations introduce a formal transition process requiring organisations to make an application to the Public Benefit Organizations Regulatory Authority (PBO Authority).
Timeline: 13 May 2027.
Immediate action: Begin a constitutional review and prepare board resolutions. Existing NGOs should also assemble: particulars of the organisation and governing body; a revised constitution aligned with the PBO Act; minutes containing resolutions approving entry into the PBO Register and amendment of the constitution; and the NGO certificate of registration issued under the repealed NGO Act.
New national PBO applicant
Route to PBO status: Apply for registration under regulation 8 (Form 1). The application must demonstrate that the organisation meets the following requirements:
• a minimum of five directors, at least three of whom must be unrelated to one another;
• at least one-third of the directors must be Kenyan nationals and resident in Kenya; and
• the organisation must satisfy the public benefit test (as set out in regulation 6)
Timeline: 60 days from application. Name reservation is valid for 60 days.
Immediate action: Reserve two proposed names and assemble the following supporting documents:
• the organisation’s constitution;
• governance particulars; and
• source-of-funding disclosures
International organisation
Route to PBO status: International organisations must apply for registration as an international PBO. The organisation must have been operating in its country of origin for at least 3 years and must be directly involved in planning, managing or delivering its activities in Kenya (or using its own staff and infrastructure to do so). At least one-third of the organisation’s directors must be Kenyan residents.
Timeline: 60 days from application.
Immediate action: Submit a revised constitution aligned with the PBO Act, together with the relevant resolutions and other prescribed information. The Regulations also require the constitution to comply with the PBO Act, which sets out the mandatory matters to be included in a PBO constitution.
Model constitution
The PBO Authority has now published a prototype constitution.
Organisations should not treat the prototype constitution as a substitute for a tailored constitutional review. We recommend reviewing existing constitutions against the PBO Act, the Regulations and the prototype constitution to confirm whether any amendments are required before submission to the PBO Authority.
Application portal
The PBO Authority’s online portal is now active through the eCitizen platform for certain services. However, we understand that the portal is not yet accepting transition filings by existing NGOs, including international NGOs transitioning to PBO status.
Organisations should therefore continue preparing the relevant transition documents in readiness for submission once the transition functionality becomes available. We are in contact with the PBO Authority and will provide a further update once transition filings are open.
Next steps
Pending further guidance from the PBO Authority, organisations may consider adopting an interim approach, including;
- reviewing existing constitutions to identify gaps against the PBO Act requirements;
- implementing necessary amendments to achieve substantial alignment;
- preparing transition documentation in readiness for submission; and
- monitoring further guidance from the Authority, including guidance on transition filings through the eCitizen platform.
--
Read the original publication at Bowmans
