Kenya’s Trust Administration Act, 2026: A New Era for Trusts
On 25 September 2026, Kenya introduced a significant reform to its trust law framework through the Trust Administration Act, 2026 (Act No. 28 of 2026). The Act repeals the Trustees Act (Cap. 167), which was modelled on England’s Trustee Act of 1925, and the Trustees (Perpetual Succession) Act (Cap. 164), consolidating the legal framework governing the creation, administration and regulation of trusts under a single statute.
The Act has significant implications for families undertaking estate planning, charitable organisations, and lenders, purchasers and other parties dealing with trust property. It is therefore essential for affected stakeholders to understand its provisions and assess their implications for existing and future trust arrangements. Notably, trusts established before the Act’s commencement are subject to a 24-month transition period within which they must comply with the new statutory requirements.
This article examines the Act’s key provisions, outlines the compliance obligations arising from its enactment, and highlights areas that warrant further scrutiny as its implementation and interpretation develop. Unless otherwise indicated, all statutory references are to the Trust Administration Act, 2026.
The Act at a Glance
The Act took effect on 25 September 2026, and existing trusts have until about 25 September 2028 to come into line with it.
Seven changes shape everything that follows:
- A written trust must be registered or incorporated, or it is not enforceable (s. 5).
- Registration does not give a trust legal personality; incorporation of a trust does (ss. 27 and 32).
- Charitable, non-charitable purpose and family trusts are recognised under the Act (ss. 8 to 10).
- Every trust must keep a register of beneficial owners and lodge it with the Registrar (ss. 65 to 67).
- Annual returns and seven-year record keeping become standing obligations (ss. 63, 64 and 75).
- Trustee duties, powers and liabilities are codified, with administrative and criminal penalties (Parts VII and VIII).
Registration or Incorporation is Mandatory;
A written trust that has been neither registered nor incorporated is not enforceable under the Act, and registration alone does not give a trust a legal identity of its own.
Section 5 recognizes that a trust may be written or implied, but requires every written trust to be registered or incorporated. Without that, the trust is not enforceable on its terms, although a person claiming an interest may apply to court for recognition or enforcement (s. 5(4)). Section 3(2) is a useful counterweight: the Act does not limit trusts or fiduciary obligations arising under customary law, equity, a will, a court order or another written law.
Registration of a Trust (ss. 22 to 27). The An application for registration must be submitted to the Registrar together with the trust deed, the prescribed fee, a copy of the register of beneficial owners, a statement of the initial trust property amongst other documents. Upon registration, the Registrar issues a certificate bearing the words “Registered Trust” after the name (s. 24(2)). That certificate is conclusive evidence that the registration requirements were met and that the trust is registered as an unincorporated trust (s. 27(1)).
Incorporation of a Trust (ss. 28 to 33). The Registrar may upon application reserve a name of the trust. Upon reservation of a name, a person may apply for incorporation of a trust and the Registrar shall upon satisfaction that all requirements have been met, register the trust and issue a certificate of incorporation. The certificate carries the words “Incorporated Trust” (s. 30(1)). From the date of incorporation, the trust is a body corporate with perpetual succession.
| Registered trust | Incorporated trust | |
| Legal personality | None (s. 27(2)) | Body corporate (s. 32) |
| Name ends with | “Registered Trust” | “Incorporated Trust” |
| Holds property in its own name | No; trustees hold | Yes (s. 32(c)) |
| Sues and is sued in its own name | No | Yes (s. 32(b)) |
| Perpetual succession | No | Yes (s. 32(a)) |
Three Kinds of Trust, Each With Its Own Rules
The Act names charitable, non-charitable purpose and family trusts, and sets different beneficiary and trustee requirements for each.
| Charitable (s. 8) | Non-charitable purpose (s. 9) | Family (s. 10) | |
| Object | Relief of poverty, education, religion, human rights, environment or other public benefit | A specific lawful purpose that is not charitable | Planning or managing personal estate; preserving or creating wealth for generations |
| Beneficiaries | The public or a section of it | None required | Intended beneficiaries, related to the settlor or not |
| Minimum trustees (s. 11) | Three natural persons or one corporate trustee | Three natural persons or one corporate trustee | One trustee |
| Distinctive rule | May pursue objects in Kenya or elsewhere | Purpose must be specific and achievable; deed must deal with surplus on termination | Must be a non-trading entity; settlor may also be a beneficiary |
Where trustees are natural persons, at least one must be a Kenyan citizen or resident, as the Regulations will prescribe (s. 11(3)).
The statutory recognition of purpose trusts is a genuine opening. A trust can now exist to carry out a defined purpose, such as preserving an asset or holding shares in a financing vehicle, with no beneficiary at all, provided the purpose is specific, lawful and capable of fulfilment (s. 9(3)).
Family trusts receive the most attention in estate planning. Section 10(3) confirms that a family trust is not invalid merely because the settlor is also a beneficiary. Section 12(3) adds a limit: a settlor may be a trustee, beneficiary or enforcer, but may not be the sole beneficiary of the trust the settlor created.
Validity and revocability. A trust may be declared invalid if it has an illegal purpose, no ascertainable beneficiary (unless it is a purpose trust), was procured by duress, fraud, misrepresentation or breach of a fiduciary duty, is too uncertain to perform, was created by a settlor without capacity, or was not registered or incorporated (s. 6(1)). The settlor’s bankruptcy or the pursuit of the settlor by creditors does not by itself void a trust, but a trust made to defeat creditors may be declared void (s. 6(2) and (3)).
Every trust is irrevocable unless the deed contains an express power of revocation, and even a revocable trust becomes irrevocable if the settlor does not exercise that power during the settlor’s lifetime (s. 7). A settlor who wishes to keep the ability to revoke or vary must therefore say so in the deed, and use it in time. The Registrar mat also pursuant to a court order revoke a registration of a trust under the Act (s. 26).
The People in the Trust: Settlor, Enforcer, Trustee, Beneficiary and Agent
The settlor (ss. 12 and 13). A settlor must be an adult of sound mind. Subject to the trust deed, a settlor may keep powers to revoke or vary the trust, direct distributions, give directions on the sale, lending or charging of trust property, appoint or remove trustees, enforcers, beneficiaries and the trust agent, and restrict the trustees’ discretions. Reserving these powers does not entitle the settlor to act as trustee (s. 13(2)); that requires appointment as a trustee in the ordinary way.
The enforcer (ss. 14 to 18). The settlor, or a beneficiary where there is no settlor, may appoint one or more enforcers. An enforcer may enforce the deed, inquire into how it is being implemented, require trustees to remedy breaches, report breaches to the settlor or beneficiaries, and bring civil or criminal proceedings against trustees. An enforcer is entitled to see the documents and accounts needed for the job, and cannot act as enforcer while also a trustee. The Registrar must be notified of an appointment, and of change and cessation of an enforcer, within twenty-one days. An enforcer is shielded from personal liability unless there is fraud, dishonesty or wilful misconduct.
Beneficiaries (ss. 19 to 21). A beneficiary must be named or be ascertainable by class or by relationship to another person.
Trustees (ss. 36 to 42). An individual trustee must be over eighteen and not disqualified. Disqualification follows, among other things, from being barred as a company director or secretary, being an undischarged bankrupt, having been declared mentally incapacitated, or conviction of an offence carrying more than six months’ imprisonment or of corruption or an economic crime. A corporate trustee must be a Kenyan company whose main object is corporate trustee services, must hold any licence required, and must have a local contact person who is a natural person resident in Kenya (s. 36(3) and (4)). Appointment, resignation, removal and replacement must each be notified to the Registrar within twenty-one days, with the trustee’s written consent and the prescribed fee on appointment. Where a co-trustee dies or a corporate trustee is dissolved, the survivors may act to preserve the trust for up to thirty days pending a replacement (s. 41(1)).
The trust agent (s. 76). A trustee may appoint an advocate of the High Court, a certified secretary or a certified accountant as trust agent to set the trust up, prepare registration or incorporation documents, provide a registered address for a family trust and lodge statutory documents. The appointment, and its termination, must be notified to the Registrar within twenty-one days. A trust agent must keep records for at least seven years and must give information to a competent authority within fourteen days of a request. The Act expressly preserves the Advocates Act: nothing permits an unqualified person to draw documents that an advocate must draw.
Trustees: Codified Duties, Broad Powers and Real Personal Exposure
The Act writes the trustee’s traditional duties into statute and attaches fines, and in some cases imprisonment, to the most serious failures.
Duties (Part VII). A trustee must exercise the care, skill and diligence reasonable in the circumstances, judged against the experience a trustee is expected to have and any special expertise the trustee holds out, which is a higher bar for professional and corporate trustees (s. 43). A trustee must know the deed, act honestly and in good faith, avoid conflicts, treat beneficiaries impartially and take no reward beyond what s. 60 allows. Trustees must act jointly (s. 44(2)), must not profit from the trusteeship (s. 45), must preserve the value of trust property (s. 46) and must keep it separate and identifiable, including in bank and investment accounts (s. 47). Records must be adequate, accurate, and kept for seven years after the trust ends or the trustee ceases to act (s. 48).
Powers (ss. 50 to 59). Subject to the deed, trustees may apply income for a minor beneficiary’s maintenance and education, manage and invest trust property, delegate management and investment to competent managers, appropriate assets in satisfaction of a beneficiary’s interest, sell, lease, borrow against trust property, distribute, sue and settle claims, insure, and delegate functions by power of attorney. Investment powers carry conditions: due diligence, professional advice, authorisation in the deed, prudence, and periodic review (s. 51(3) to (5)). A power of attorney is limited to three years, renewable once for three more, and requires notice within twenty-one days to co-trustees, to those holding a power of appointment and to the Registrar (s. 58).
Liability (ss. 61 and 62). A trustee who commits or joins in a breach of trust is liable for the loss and for the profit the trust would have made, and faces an administrative penalty of up to KSh 1 million for an individual or KSh 5 million for a corporate trustee. Co-trustees are jointly and severally liable, though a trustee is not answerable for a co-trustee’s breach unless the trustee knew or ought to have known and failed to act. A trust deed may not exclude liability, or grant an indemnity from trust property, for dishonesty, wilful misconduct or gross negligence, and that rule applies to trusts created before as well as after commencement (s. 62(1) and (2)).
Transparency and the Compliance Calendar
Trusts now operate under continuing reporting duties: a beneficial ownership register, annual returns, a steady stream of twenty-one-day notices, and seven-year record retention.
Beneficial ownership (ss. 65 to 69). Every trust must compile a register of its beneficial owners, in the form the Regulations will prescribe, and lodge a copy with the Registrar. Changes must be lodged within twenty-one days. Trusts incorporated before commencement have twenty-four months to lodge their first register, which the Registrar may extend. Beneficial ownership records must be kept for seven years from the date a person ceases to be a beneficial owner.
Enforcement. The Registrar’s route runs from a written directive, to a notice that the trustees may be disqualified after thirty days, to a Gazette notice of intention, and finally to disqualification for up to three years with the names Gazetted, unless the trustees show cause (s. 69; s. 79 mirrors it for information directives). A disqualified trustee may appeal to court. Non-compliance is therefore not only a matter of small fines; it can end a person’s ability to act as a trustee.
| Obligation | Section | Deadline | Administrative penalty (individual / body corporate) |
| Notify a trustee’s appointment, resignation, removal or replacement | 37, 39, 40, 41 | 21 days | KSh 7,000 / KSh 14,000 |
| Notify appointment of an additional or substitute trustee | 38(8) | 21 days | Up to KSh 30,000 |
| Lodge an amendment to the deed or the list of assets | 48(4) | 21 days after the amendment | KSh 7,000 / KSh 14,000 |
| Notify a new enforcer, or an enforcer’s cessation | 14(2), 17(2) and (3) | 21 days | KSh 5,000 / KSh 10,000 for cessation and change notices (s. 17(4)) |
| Corporate trustee: notify appointment of an officer or committee to act | 44(5) | 21 days | KSh 50,000 |
| Lodge the beneficial ownership register | 66 | On application; existing incorporated trusts within 24 months | KSh 10,000 / KSh 20,000 |
| Lodge changes to beneficial ownership | 67 | 21 days | KSh 10,000 / KSh 20,000 |
| File the annual return | 75 | Within 30 days of each anniversary of registration or incorporation | KSh 3,000 for each year of default |
| Notify appointment or termination of a trust agent | 76(2) | 21 days | None stated |
Records. A trust must keep its certificate, deed and amendments, a register of settlors, trustees, beneficiaries, enforcers and beneficial owners, a list of trust property and a register of charges for at least seven years (s. 63), and accounting records that show the trust’s financial position and allow a true and fair balance sheet and income and expenditure account to be prepared, also for at least seven years (s. 64).
Confidentiality and data protection. Trustees may use or disclose trust information only to an enforcer, to a beneficiary (subject to the deed), to a settlor with reserved powers, or to comply with the Proceeds of Crime and Anti-Money Laundering Act, the Prevention of Terrorism Act, a court order or other written law (s. 49(1)). Section 91 requires anyone processing personal data under the Act to comply with the Data Protection Act.
Ending a Trust, and Resolving Disputes
A trust can now be dissolved through the Registrar, and a deed that is silent on how its property is to be dealt with on dissolution leaves the decision to the court.
The trustees, or another person authorised by the deed, may apply to the Registrar for dissolution where the trust’s purpose has been fulfilled or has ceased to exist, where it is impossible to achieve, or where a court has so ordered (s. 84(2)). The application is made on the prescribed form with a trustee resolution confirming that the deed’s conditions are met, or by the settlor where that power was reserved. The Registrar may not dissolve the trust until three months after a Gazette notice inviting anyone to show cause, and the trust is deemed dissolved on publication of the later dissolution notice (s. 84(4) to (6)). Trustee liabilities continue to accrue and can be enforced despite dissolution (s. 84(7)).
An application can be withdrawn before dissolution (s. 85). A dissolved trust may be restored by the Registrar where the Registrar made a mistake, but not where the mistake came from wrong or misleading information supplied by the applicant (s. 86), or by the court on the application of a trustee, a beneficiary or anyone with a legitimate interest (s. 87). A restored trust is treated as if it had never been dissolved (s. 88). Property on dissolution is dealt with as the deed provides, failing which the court decides (s. 89).
Disputes about a trust are to be resolved under the mechanism provided under the trust deed. If the deed has none, the High Court decides (s. 94). A properly drafted dispute resolution clause should therefore be included in the trust deed.
Existing Trusts: They Survive, but Must Comply by About September 2028
The Act does not invalidate the existing trusts. However, all existing trusts must comply with the new statutory regime within twenty-four months from 25 September 2026, or within such other period as the Registrar may direct (section 99(2)(b)).
Section 99 carries three kinds of continuity. First, a trust incorporated under the repealed Trustees (Perpetual Succession) Act, or created by registering a deed under the Registration of Documents Act, is deemed a trust under the new Act (s. 99(2)(a)). Second, all rights, powers, liabilities and duties of the existing trust carry over to it under the new Act (s. 99(2)(c)). Third, the existing settlor, trustees, beneficiaries and enforcer are deemed to hold those roles under the new Act from commencement (s. 99(2)(d)).
The Registrar may issue a fresh certificate of incorporation to trusts incorporated under the old Act and recall the old certificates (s. 99(3)). Trusts incorporated before commencement must lodge their beneficial ownership registers within the same twenty-four months (s. 66(2)). Some provisions also reach back: the bar on excluding liability for dishonesty, wilful misconduct or gross negligence applies to trusts created before commencement (s. 62(2)), and the investment provisions apply to investments made before it (s. 51(11)).
How Karanu Kanai & Co. Advocates can help. Our team advises settlors, trustees and financiers on trust structuring and the drafting of trust deeds, registration and incorporation applications, and the appointment and role of trust agents. We also conduct compliance reviews of existing trusts to assess their conformity with the new Act, advise on beneficial ownership disclosure and record-keeping obligations.
This article is intended for general informational purposes only and does not constitute legal advice. The legal position of any particular trust will depend on the terms of its trust deed and the specific circumstances involved. Further, the Regulations under the Act had not been issued at the time of writing. For advice tailored to your circumstances, please consult a member of our team at Karanu Kanai & Co. Advocates before taking any action in relation to a trust.
