“There is a theory which states that if ever anybody discovers exactly what the Universe is for and why it is here, it will instantly disappear and be replaced by something even more bizarre and inexplicable.

There is another theory which states that this has already happened.” Douglas Adams

Noromyxo Ltd (not its real name) was incorporated in Kenya on 24th November 1986. Those were the archaic days when tax used to be collected by the Income Tax Department of the Ministry of Finance and the Kenya Revenue Authority (KRA) was not even an embryo in the womb of economic progression. It was created to hold the master title for the land on which seven houses were to be constructed, which construction was completed around 1990. The owners of the houses (who were well known to each other as members of the same community) became the directors and filed returns for the first thirteen years of the company’s existence. However, once some of the original owners started to sell the property, the initial communal spirit that brought them all together slowly unraveled and a few administrative matters for the company started to fall through the cracks.
One key administrative matter that suffered was the filing of annual returns at the Companies Registry in Sheria House. The last filed returns were in 1999 and, since a few houses changed hands thereafter, it meant that the purchasers of the new houses were not registered as directors of the company as required by the Articles of Association for the company. Not surprisingly, in 2014 the Companies Registry shows only three out of the current seven owners as being directors.

Why should this issue beget anyone’s attention other than the four disenfranchised owners? Because the not so small matter of trying to rectify the situation has ended up creating a maze in bureaucratic red tape that simply defies logic. It’s bizarre and inexplicable.

Let me expound. Two years ago in the year of our Lord 2013, the current owners of houses at Noromyxo decided to put their house (no pun intended) in order. The first order of business was to register for NSSF and NHIF as an employer as there are two employees in the compound, the day guard and the gardener. This was rather urgent as the two institutions had started issuing all manner of threats in the media that employers would get arrested for hiring employees and not remitting statutory deductions. A representative of Noromyxo went to the offices of NSSF and NHIF to collect the forms. Both institutions required the same thing: A KRA PIN for the company in order for the company to be registered as an employer.

Well, my friends, I did say that the company was registered in 1986, nine years before KRA was created. As such, no PIN existed, so off the representative went to KRA to apply for a PIN. The chaps at KRA were of the friendly sort and told the representative that he required to have the original memorandum and articles of association as well as the original certificate of incorporation for Noromyxo in order to be registered for a PIN. Dust was quickly gathering on the shoes of the representative, and it was with parched, scaly lips and damp underarms that he traversed the distinguished government offices seeking a solution to becoming compliant. Well, as Murphy’s law would have it, the original documents for Noromyxo were lost as the director who had doubled up as the company secretary, up until the last annual returns filed in 1999, had shifted offices quite a number of times, invariably shedding off baggage in the process some of which were critical formative documents for the company.

So it was with unwavering faith in all things serikali, that the Noromyxo representative turned up on the steps of Sheria House, hat in hand and heart in mouth, to apply for certified copies of the certificate of incorporation as well as the memorandum and articles of association for the company. It was a beautiful September morning, the air was crisp and the temperature cool which belied the heat that would soon come out of his queries. He was told that he would have to pay Kshs 7,000 for certified copies of all the documents which he dutifully did the next day and issued with a dual toned red and white certificate from the Registrar General with the instructions to come back after a couple of days to collect the copies. Two sunny days later, the representative returned only to be informed that since the company had not filed annual returns since 1999, the registry was not going to issue the certified copies. He slumped to the floor in sheer exhaustion.

This chronicle is not a figment of anybody’s imagination. I am one of the four unregistered homeowners. The newly appointed company secretary, for whom the glass is always half full in her infectious spirit of permanent optimism, has suggested that we progress the filing of returns by getting all the old director resignations and current director appointments in order. It will take us at least a few months to get that done. In the interim, our employees who want to benefit from the employer contributions under NSSF and NHIF languish. I’m under no illusions that all the current homeowners are without blame, after all ignorance of the law is no defence. But we want to enter the hallowed realm of compliance. I’m also hazarding a guess that this situation is replicated hundreds of times over in Kenya. It cannot be that a company is discouraged after voluntarily turning up at the steps of KRA and saying “Hey, we want to get registered before you go ‘mulika mwizi’ on us. Can you provide a quick method of obtaining a PIN that doesn’t require a bizarre and inexplicable process?” It would be great to have an amnesty period that allows many pre-KRA companies to become compliant going forward.

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Twitter: @carolmusyoka