PUBLIC BENEFITS ORGANIZATIONS(PBO) REGULATIONS, 2026

On 18th March 2026, the Kenyan Government gazetted the Public Benefits Organizations Regulations, 2026. This acts as a full circle moment as the Public Benefits Organizations Act, 2013 is now fully operationalized. It provides for processes under which:-

1. Persons can register a Public Benefits Organizations (PBO)
2. Existing NGOs can transition
3. PBOs registration can be cancelled, suspended, wound up or de-registered
4. Forums and Federations can be recognized and formed

The regulations also provide for obligations and compliance requirements for PBOs.

Key Highlights

1. Transition requirements for existing NGOs

With the transition deadline scheduled for 13^th May 2026, the PBO regulations provide a roadmap for organizations that were registered under the Non-Governmental Organizations Co-ordination Act, 1990 to transition to the PBO Act. This is despite the High Court in Otieno & 2 others v Attorney General & another; Katiba Institute & 9 others (Interested Parties) [2025] KEHC 8557 (KLR) declaring the Re-registration requirement for such organizations under Paragraph 5(1) and 5(2) of the Fifth Schedule of the PBO Act unconstitutional. It held that this obligation violated the constitutional right to fair administrative action, the principle of legitimate expectation and the freedom of association amounting to disproportionate administrative interference, particularly in the absence of allegations of non-compliance or procedural breach against an NGO. 

Nonetheless, for such existing NGOs, the transition requirements include:-

1. Filling out a standard form 1 (Provided for under the PBO Regulations, Second Schedule)
2. Organization’s Constitution (Authenticated by the directors/officials)
3. Minutes containing the resolution to transition to the PBO Act
4. Particulars of Members within the Governance Structure
5. Copy of Certificate Registration under the repealed NGO Act, 1990

2. Registration of a PBO

The most notable requirement in registering a PBO in Kenya, is the requirement with regard to governance. It is now a requirement that a PBO should have a minimum of 5 directors, 3 out of 5 of your directors cannot be related to each other which minimizes the risks with regard to conflict of interest and lastly one-third of your directors must be Kenyans and residents in the country. 

Additionally, such organizations must meet the public benefit test to be registered which requires that the organization:-

1. It must have public benefit purposes (This provided for under Schedule 6 of the PBO Act)
2. Its activities must provide public benefit
3. Its Constitution must not allow its property to be distributed or applied for purposes which are not for public benefit 
4. It must not confer private benefit through its activities 
5. There should be no undue restrictions in accessing the benefits offered by the Organization

The PBO regulations also provide a standard fee schedule for the various services under the First Schedule of the Regulations.

3. Self-Regulation Frameworks

The High Court of Kenya in the case of Otieno & 2 others v Attorney General & another; Katiba Institute & 9 others (Interested Parties) [2025] KEHC 8557 (KLR), declared unconstitutional Section 21(1) and 21(9) of the PBO Act, which sections compelled all registered PBOs to join the National Federation of PBOs. These provisions were found to infringe the right to freedom of association under Article 36(2) of the Constitution, which guarantees that no person may be compelled to join an association of any kind. The Court clarified that while the National Federation may continue to exist and serve coordination functions, PBO membership must be strictly voluntary and no PBO shall suffer regulatory disadvantage or be denied benefits for opting out.

The PBO Regulations provide for requirements for organizations that intend to form or join forums/federations in Kenya. It provides that a minimum of 10 PBOs can form a forum while a minimum of 5 forums can form a federation. Their Membership is structured around common thematic areas/ geographical alignment Recognition requirements.

4. Bestowment of PBO Status

The PBO Regulations provide eligibility criteria for entities registered under other Kenyan Laws to be bestowed with the status of PBO. Such entities must have operated for at least 3 years, be in good standing with its registering body, demonstrated ongoing public benefit activities, its governing body must consist of at least 3 persons/directors (one-third must be Kenyans and  residents of Kenya) and is not prohibited from being a PBO under section 5(2) of the PBO Act.

Additionally, international NGOs that intend to seek a permit in Kenya in order to indirectly implement activities in Kenya should be legally registered body corporate in its country of origin, be in good standing with its home regulator and operating in that country for at least three (3) years prior to the application.

5. Obligations for PBOs

1. Annual Reports – PBOs must submit an annual report of activities and audited financial statements within 6 months of the financial year-end.
2. Audits – Accounts must be prepared according to generally accepted accounting practices and must include an opinion from an independent auditor. 
3. Update Obligations – Any change in registration particulars (e.g., address, constitution) must be reported within 60 days.
4. Governance Updates – The Authority must be notified of the names and addresses of new governing body members within one(1) month of their election or appointment.