INTRODUCTION
The Trust Administration Bill has now been passed by Parliament. It will commence on 25th September 2026 following its assent on 8th September 2026.

The purpose of the Trust Administration Act, 2026 (“the Act”) is to consolidate the laws relating to the registration, incorporation, management and regulation of trusts and trustees and for connected purposes. It repeals the Trustees (Perpetual Succession) Act, (Cap 164) and Trustees Act (Cap 167) which has been governing trusts. The new Act consolidates the law relating to trusts under a single legislative framework.

The enactment of the Act introduces new statutory requirements with which trusts and trustees will be required to comply. This legal alert highlights some of the key provisions introduced or consolidated under the Act and their practical implications for trusts operating in Kenya.

REGISTRATION AND INCORPORATION OF TRUSTS
One of the most significant reforms under the Act is the introduction of a certificate of registration of trusts for an unincorporated trust.

A trust may be registered without being incorporated as a separate legal person. In such circumstances, the Registrar issues a Certificate of Registration, which grants the trust statutory recognition but does not confer separate legal personality upon it.
By contrast, incorporation gives the trust the status of a body corporate, and the Registrar issues a Certificate of Incorporation. An incorporated trust becomes a separate body corporate with perpetual succession and the capacity to sue and be sued in its corporate name, acquire, hold, develop and dispose of property in its corporate name, and exercise the powers conferred upon it by law.
A trust that is initially registered as an unincorporated trust may subsequently apply for incorporation, thereby transitioning from a registered trust to an incorporated trust.
This distinction is important when determining the appropriate structure for a trust, particularly where the trust is intended to hold substantial assets, enter into transactions or otherwise require separate legal personality.

BENEFICIAL OWNERSHIP
The Act also aligns the administration of trusts with anti-money laundering and counter-terrorism financing objectives by introducing beneficial ownership requirements applicable to trusts.
A beneficial owner is defined as a natural person who ultimately owns or controls a legal person or arrangement, or a natural person on whose behalf a transaction is conducted. The emphasis is therefore on identifying the natural persons ultimately behind a trust arrangement, including where corporate entities, nominee arrangements or other intermediaries are involved.
Every trust is required to establish, maintain and update a Register of Beneficial Owners containing the prescribed information. The register also forms part of the documentation required when applying for the registration or incorporation of a trust.
The beneficial ownership requirements extend to foreign trusts in circumstances where they hold property in Kenya or undertake transactions connected with Kenya.
Where there is a change in beneficial ownership, the relevant information must be updated and lodged with the Registrar within the statutory period. The Act provides for a 21-day period within which changes in beneficial ownership are to be updated and notified.
The Act further requires beneficial ownership records to be retained for at least seven years after an individual ceases to be a beneficial owner.
In practice, these requirements mean that structuring ownership or interests through a trust does not remove the obligation to identify and disclose the natural persons who ultimately own or control, or otherwise fall within the statutory definition of beneficial ownership. The regime is intended to enhance transparency and accountability and to support efforts to combat financial crime.

INTRODUCTION OF THE ENFORCER
Another significant development under the Act is the formal statutory recognition of the role of an enforcer.

Traditionally, the principal parties to a trust have been the settlor, trustees and beneficiaries. The Act introduces the role of enforcer as an additional governance mechanism intended to provide oversight over the administration and implementation of the trust.

The settlor may appoint one or more persons as an enforcer or enforcers of the trust. In the absence of a settlor, a beneficiary may make the appointment in accordance with the Act. The Registrar must be notified of the appointment within the prescribed period, stated under the Act as 21 days.

The functions of an enforcer may include enforcing the terms of the trust deed, inquiring into the implementation of the trust, requiring trustees to take remedial action where there has been a breach, reporting financial or other breaches by trustees to the settlor or beneficiaries and pursuing civil or criminal legal action against trustees where appropriate.

The Act also establishes safeguards intended to preserve the independence of the enforcer. A person cannot perform the functions of an enforcer while also acting as a trustee of the same trust. In addition, an enforcer is prohibited from directly or indirectly profiting from the appointment or entering into transactions relating to the trust property that would result in such profit.

The introduction of the enforcer provides an additional layer of oversight and may be particularly relevant in trusts involving complex assets, multiple beneficiaries or significant trustee discretion.

INTRODUCTION OF THE TRUST AGENT
The Act also introduces the statutory concept of a trust agent. A trust agent is defined as an advocate of the High Court of Kenya, a certified secretary or a certified accountant authorised to act on behalf of a trust.

The Act nevertheless preserves the statutory reservation of legal work under the Advocates Act. The recognition of certified secretaries and accountants as trust agents does not permit non-advocates to prepare or draw legal instruments where such work is reserved by law for advocates.

Settlors and trustees may appoint trust agents to undertake specified administrative and compliance functions. These functions may include advising on the formation of a trust, preparing registration or incorporation documentation, assisting with ongoing statutory compliance, providing a registered office address for a family trust where required and lodging statutory documents with the Registrar.

Where an application for registration or incorporation is submitted through a trust agent, the application is required to contain the prescribed particulars of the agent, including the agent’s name, address and written acceptance of the appointment.

Trustees are also required to notify the Registrar within the prescribed period of the appointment or termination of a trust agent who has been designated to undertake statutory filings, maintain records or provide an address.

Trust agents are themselves subject to record-keeping and disclosure obligations. A trust agent is required to retain records of transactions conducted with the trust for the prescribed period after ceasing to act and, upon receiving a valid request from a competent authority, must disclose the requested trust information within the period prescribed by the Act.

TRUSTEE COMPOSITION AND STRUCTURE
The Act introduces specific statutory requirements concerning the composition of trustees.

For charitable and non-charitable purpose trusts, the Act requires a minimum of three natural-person trustees or one corporate trustee. Family trusts, on the other hand, are required to have at least one trustee.

Where natural persons are appointed as trustees, at least one trustee must satisfy the applicable Kenyan citizenship or residency requirement prescribed under the Act and the Regulations.

These requirements make it necessary for existing trusts to review their current trustee structures and determine whether their composition complies with the new statutory framework.

CORPORATE TRUSTEES
The Act establishes a more defined regulatory framework for corporate trustees. A corporate trustee is an entity registered in Kenya and licensed under the Act to provide trustee services.

The Attorney-General is empowered to make Regulations governing the licensing and regulation of corporate trustees. To qualify as a corporate trustee, an entity is required, among other things, to be incorporated under the Companies Act, have the provision of corporate trustee services as its principal corporate object, be duly licensed and satisfy the applicable regulatory requirements.

A corporate trustee must also maintain a designated local contact person who is a natural person resident in Kenya.

Where a corporate trustee acts through designated officers or committees, the relevant appointments are required to be notified to the Registrar within the statutory period. Failure to comply with the applicable notification requirements may attract the prescribed administrative penalty.

The Act further imposes extensive record-keeping obligations. Trustees are required to maintain appropriate administrative, transactional, accounting and beneficial ownership records for the prescribed period, which in the circumstances specified under the Act extends to seven years.

Trustees may also be required to disclose trust information upon receiving a valid request from an enforcer, beneficiary, settlor exercising reserved powers, a court or a competent anti-money laundering and counter-terrorism financing authority authority. The Act provides a 14-day period for compliance with specified disclosure requests, and failure to comply may attract criminal sanctions.

The Act also restricts the extent to which a trust deed may exclude or limit the liability of trustees. In particular, provisions purporting to protect trustees from liability arising from dishonesty, wilful misconduct or gross negligence are subject to statutory limitations.

Where a trustee breaches their duties, they may be required to restore trust property or profits improperly obtained. Co-trustees who become aware of a breach and fail to take appropriate remedial action, or who participate in concealing the breach, may also be exposed to liability in accordance with the Act.

INTRODUCTION OF THE REGISTRAR OF TRUSTS
The establishment of a dedicated Registrar of Trusts within the Business Registration Service (BRS) is another important institutional reform introduced by the Act.

Prior to the enactment of the Act, trust law in Kenya was principally governed by the Trustees (Perpetual Succession) Act and the Trustees Act. Under that framework, trusts could, depending on their structure, be incorporated under the Trustees (Perpetual Succession) Act or have relevant trust documents registered under the Registration of Documents Act.
The previous framework did not provide the same centralised registration architecture for written trusts contemplated under the new legislation.

The Act therefore creates a more consolidated institutional framework by placing the registration, incorporation and regulatory oversight of trusts under the Registrar of Trusts within the Business Registration Service.

This represents a notable shift in the administration of trusts in Kenya and is likely to result in greater regulatory visibility over the establishment, ownership, administration and governance of trusts.

CONCLUSION

The Trust Administration Act, 2026 represents a significant development in the regulation and administration of trusts in Kenya.

With the Act providing a transitional period of 24 months for existing trusts, trustees, settlors, beneficiaries, corporate trustees and professional advisers should accordingly undertake a structured review of existing trust arrangements and identify any areas requiring transition, restructuring or remedial action under the new regime.

In conclusion, existing trusts should consider reviewing their registration and incorporation status, beneficial ownership records, trustee composition, trust-agent arrangements, governance structures and record-keeping practices to assess compliance with the new statutory requirements.