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TL;DR:
- AI can save a company secretary real time on the paperwork around the board: first drafts of minutes from your own notes, cover summaries for board papers, action logs, filing calendars and policy gap checks.
- The record is still yours. Under the Companies Act 2015, directors' minutes and general meeting records must be kept for at least ten years, and signed minutes are evidence of what happened. An AI summary is not minutes.
- Board deliberations, unreleased results, directors' residential addresses and beneficial ownership details stay out of free public AI tools. The Act restricts how a company uses directors' home addresses, and beneficial ownership details are not open to the public.
- The Data Protection Act 2019 applies to every name, ID number and address in your registers. Sending that data to an AI service abroad is a transfer out of Kenya with conditions attached.
- Start with one task, one approved tool and one written rule: AI drafts, the secretary checks, the chair signs.
Who this guide is for
This guide to AI for company secretaries is for company secretaries, board secretaries, governance officers and their teams in Kenya: in listed and private companies, state corporations, SACCOs, NGOs and firms of Certified Secretaries.
It is about your desk: the board calendar, the board pack, the minute book, the registers and the filings. For the directors' view, read our separate guide, AI governance for Kenyan boards.
It is a practical guide, not legal advice. Check the current law or ask your advocate before acting on a section.
What the law already asks of you
Kenya has no AI law yet, but your existing duties already apply to anything AI touches. The table below lists the provisions that matter most when AI enters the secretariat. We read the Companies Act as passed in 2015. It has been amended since, so confirm the current consolidated text on Kenya Law before you rely on a section number.
| Rule | What it says | Why it matters for AI |
|---|---|---|
| Companies Act 2015, s.244 and s.246 | Every public company must have a secretary; the directors must take reasonable steps to ensure the secretary holds a practising certificate under the Certified Public Secretaries of Kenya Act (Cap. 534). For private companies, see the questions below | The professional duty sits with a named person, not a tool |
| Companies Act 2015, s.210, s.211, s.317 and s.318 | Minutes of directors' meetings and general meetings, and records of written resolutions, must be kept for at least ten years. Minutes signed by the chair are evidence of the proceedings | An AI draft becomes evidence once signed, so every line must be true |
| Companies Act 2015, s.93, s.134, s.137, s.200 and s.201 | Companies keep registers of members, directors and directors' residential addresses. A director's usual residential address is "protected information", which the company may use or disclose only for limited purposes | Pasting home addresses into a public AI tool is hard to square with s.201 |
| Companies Act 2015, s.705 | The annual return is made up to the return date and lodged within 28 days after it | A good use for an AI-built filing calendar |
| Companies (Beneficial Ownership Information) Regulations 2020, amended 2023 | Companies identify and verify owners with 10% or more of shares or votes, or significant influence or control, and lodge the register with the Registrar within 30 days of preparing it. The information is not to be made public, apart from narrow cases such as published tender awards | Beneficial ownership data must never go into a public tool |
| Data Protection Act 2019, s.25 | Personal data must be processed lawfully and limited to what is needed, and must not be sent outside Kenya without proof of adequate safeguards or the person's consent | Most AI tools process data on servers outside Kenya |
| Data Protection Act 2019, s.31, s.43 and s.48 | High-risk processing needs a data protection impact assessment first; a breach with a real risk of harm is reported to the Data Commissioner within 72 hours; transfers abroad need safeguards or another lawful basis | A director's ID number leaking through a free tool can become a breach |
One key document is still a draft as of 11 November 2026. The ODPC's draft Guidance Note on Artificial Intelligence (dated July 2026) was open for public consultation from 1 to 17 August 2026. We found no final version on the ODPC's guidelines page, and the draft is no longer at its original web address. Business Daily reported that the draft expects firms using offshore AI providers to sign written data processing agreements with them. Treat that as the direction of travel. For the wider data protection picture, see Can staff use ChatGPT under Kenya's Data Protection Act?.
Where AI helps in the secretariat, and where it must not
The safe zone is drafting and checking work where you hold the source and can verify every line. The danger zone is anything where AI decides what happened or what the law says.
| Task | How AI helps | What you still do |
|---|---|---|
| Annual board calendar | Builds a 12-month calendar from your financial year end, AGM date and committee cycle | Checks dates against the articles and the board charter |
| Board paper cover notes | Writes a one-page summary of a long management paper: purpose, the ask, the risks | Checks the summary against the paper; the author signs off |
| Minutes | Turns your rough notes into structured minutes with numbered items and a resolutions list | Confirms every decision and attendee; the chair approves |
| Action log | Extracts actions, owners and dates from approved minutes | Follows up; updates the log |
| Written resolutions | Drafts the wording from facts you supply | Checks the articles and the Act; gets advice where needed |
| Filing calendar | Lists returns and deadlines from dates you give it | Verifies each deadline against the law and the BRS portal |
| Register checks | Writes Excel formulas to compare your internal register with an export or official search | Runs the check on your own machine; fixes the register |
| Policy reviews | Compares a board charter or policy with a checklist you provide and lists gaps | Decides which gaps matter and drafts the changes |
What AI must never do in the secretariat:
- Decide what the board resolved. Only the meeting does that.
- Act as the official minute book or register.
- Give the final word on a legal question. AI tools get section numbers and deadlines wrong, and may borrow another country's law.
The confidentiality line: what stays out of public tools
If it is in the board pack and not yet public, it does not go into a free consumer AI tool. That is the simplest rule a secretariat can adopt.
Keep these out of public AI tools:
- Board and committee deliberations, including who said what.
- Draft results, deals and anything not yet announced.
- Legal advice to the board. Sharing it may put legal privilege at risk; ask your advocate.
- Directors' residential addresses, ID numbers and KRA PINs, and shareholder contact lists.
- The register of beneficial owners and anything from it.
- Passwords to the BRS portal or your board portal.
Why so strict? Free consumer tools may keep your chats and use them to improve their models. Google's help page, for example, says that when Gemini Apps "Keep Activity" is on, chats can be used to improve its AI models and some are read by human reviewers. Work accounts may have different terms, so ask IT which tools are approved.
There are three practical tiers:
- Public tools on personal accounts: public or made-up content only, for learning, templates and formulas.
- Approved work tools on a work account: for example, Microsoft says Copilot Chat on a work account can use web data and files you upload, and reaching your meetings, emails, chats and files needs a paid Copilot add-on licence from your admin. Use these for internal drafts within your AI policy.
- Nothing at all: the most sensitive items above, unless your organisation has assessed a tool for them and the board has agreed.
If you do not have an AI policy yet, our AI acceptable use policy template for Kenya is a good start. Add a short section for the board and the secretariat.
AI note-takers in the boardroom
AI note-takers are the biggest new question for company secretaries, because they create a second record of the meeting that you did not write. Decide the rules before someone switches one on.
Here is what two common tools do, as of November 2026:
- Google Meet "Take notes for me" needs an eligible Google Workspace edition or Google AI plan. The notes are saved in the organiser's Google Drive and attached to the calendar event. Hosts can set them to go to all invited guests, including people outside the organisation. Meet tells participants that notes are being taken. Google says the summary "can be incomplete, inaccurate, or not generated", and it supports one language per meeting.
- Microsoft Teams: a Microsoft message centre post (MC1404322, June 2026) says AI recap features such as intelligent summaries need a Microsoft 365 Copilot licence. Without one, people can still see recordings and transcripts if their permissions allow.
The questions to settle with the chair:
- Are AI note-takers allowed in board meetings at all? Some boards may allow them in committees but not in full board meetings. Put the answer in the board charter or a board resolution.
- Who holds the transcript or AI notes? It should be the secretary, not whoever organised the call.
- Who receives them? Switch off automatic sharing, so external guests do not get board notes by default.
- How long are they kept? The approved minutes are the ten-year record. Decide whether transcripts and AI notes are deleted once minutes are approved, and put it in your retention policy.
- What about candour? Directors may speak less freely when every word is captured. That is the board's call.
Directors may also switch to Kiswahili mid-discussion. Kiswahili is not on Google's supported list for this feature as of November 2026, and a one-language note-taker may garble a mixed discussion. Your own notes stay essential.
Prompts that work: the four Cs
Vague requests get vague answers. At FuKazee we teach four Cs: Clarity (what you want), Context (what the tool cannot guess), Constraints (length, format, what to leave out) and Customisation (who will read it and where). Every prompt below follows them.
Six prompts company secretaries can copy
Replace the square brackets with your own details. Remove names, ID numbers and anything confidential first, or use an approved work tool within your policy.
1. Rough notes into draft minutes
I am the company secretary of a Kenyan [private/public] company. Below are my rough notes from a board meeting. Turn them into draft minutes. Constraints: number each item (for example MIN 01/11/2026), record the matter, a short summary of the discussion and the resolution or decision. Do not invent any decision, name, figure or date that is not in my notes. Mark anything unclear with [CHECK]. Do not attribute views to named directors unless my notes do. End with a table of resolutions and a table of actions with owner and due date. Notes: [paste notes with names replaced by roles, such as Director A]
The "do not invent" rule and the [CHECK] marker make the gaps visible, so you can fill them with the chair.
2. A one-page cover note for a board paper
I will paste a management paper for the board's [audit/risk/strategy] committee. Write a one-page cover note. Include: (1) the purpose of the paper in one sentence, (2) what the committee is asked to do (note, discuss, approve), (3) the three main points, (4) the key risks the paper itself names, and (5) questions directors may ask. Quote figures exactly as they appear and say "not stated in the paper" where the paper is silent. Plain English, no jargon. Paper: [paste a paper you are allowed to share with this tool]
3. An action log from approved minutes
From the approved minutes below, list every action as a table with columns: minute number, action, owner (role), due date, status (Open). If no due date is stated, write "No date set". Do not add actions that are not in the minutes. Minutes: [paste]
4. A 12-month governance and filing calendar
I am the company secretary of a Kenyan company. Financial year end: [date]. Date of incorporation: [date]. Last AGM: [date]. Board meets [quarterly]. Committees: [list and frequency]. Build a 12-month calendar as a table with columns: month, item, who owns it, notes. Include board and committee meetings, board pack deadlines ([number] days before each meeting, as your board charter says), AGM preparation, annual return, and annual reviews of the board charter and key policies. For every legal deadline, add the note "verify against current law" and do not state a deadline you are unsure of.
Then check each legal deadline yourself. For example, s.705 of the Act as passed ties the annual return to the company's return date (usually the anniversary of incorporation) and allows 28 days after that date to lodge it.
5. Excel formulas to check a register
I have two Excel sheets. Sheet "Internal" has columns: Member ID, Name, Shares Held. Sheet "Official" has the same columns, copied from an official search. Give me formulas to (1) flag members who appear in one sheet but not the other, and (2) flag members whose shares differ between the sheets. Use XLOOKUP. Explain each formula in one sentence. I use Microsoft Excel.
AI supplies the method; the data never leaves your laptop. The check is worth doing: in a July 2026 public notice, the Business Registration Service said inconsistencies between its old and new system records were high-priority issues.
6. A gap check on a board charter
Below is a checklist of items our board charter should cover, and then the text of our current charter. For each checklist item, say whether the charter covers it fully, partly or not at all, and quote the clause that covers it. Do not suggest legal wording. Checklist: [paste your checklist, for example built from the code your organisation follows]. Charter: [paste]
You supply the standard and AI only compares, so it cannot invent what a governance code says.
A safe routine for AI-assisted minutes
Write the routine down, so the same safe steps happen whoever is on leave. A simple version:
- Take your own notes in the meeting, as you always have.
- Replace names with roles and remove sensitive detail, unless you are in an approved work tool that allows them.
- Run prompt 1, then check the draft line by line against your notes and resolve every [CHECK].
- Put names back in your own document, not in the AI tool, and send the draft to the chair.
- File the approved, signed minutes in the minute book.
- Delete AI drafts and chat history under your retention policy, so only the approved version survives.
If you want this to become a standard procedure for your team, our guide on how to write SOPs for AI shows how.
What goes wrong, and how to prevent it
| Problem | What it looks like | Prevention |
|---|---|---|
| Invented decision | The draft records "the board approved" when it only discussed | "Do not invent" rule; check every resolution against your notes |
| Misattributed views | A comment lands against the wrong director | Use roles in the prompt; attribute only from your notes |
| Wrong law or deadline | AI cites a section that does not exist, borrows UK law, or gives a filing date that sounds right but is not | Check every section and deadline in the current Kenyan text, the BRS portal or with your advocate |
| Personal data abroad | A register pasted into a free tool on a personal account | Tier rules; approved tools only; formulas, not data |
A 30-day starter plan for a secretariat
- Week 1: agree a one-page rule with the chair and your data protection officer: approved tools, the "never paste" list, the note-taker position and who signs off.
- Week 2: pick one low-risk task, such as action logs or cover notes, and time it as you do it today.
- Week 3: run it with AI for one meeting cycle and log every error you catch.
- Week 4: compare time and quality, counting the time spent checking. Then decide whether to add draft minutes.
Questions people ask
Can a company secretary in Kenya use ChatGPT to write board minutes?
No Kenyan law bans it, but the minutes remain your responsibility and become evidence once signed. Use it only on notes with names and sensitive details removed, or through a tool your organisation has approved, and check every line before the chair sees it.
Does a private company in Kenya need a company secretary?
Under s.243 of the Act as passed, only if its paid-up capital is KES 5 million or more. A 2023 amendment added that smaller companies must have a secretary, a local director or a contact person who lives permanently in Kenya. Confirm the current rule with the BRS or your advocate.
Are AI meeting transcripts part of the company's records?
The Companies Act requires minutes, not transcripts. But a transcript that exists can still be requested, leaked or disagree with the minutes. Decide in your retention policy whether transcripts are deleted after the minutes are approved, and who holds them until then.
Has ICS Kenya issued guidance on AI for company secretaries?
We did not find any as of 11 November 2026. The Institute of Certified Secretaries (ICS) is the professional body for Certified Secretaries in Kenya, under Cap. 534, so check ics.ke and its events and CPD calendar for anything new. Your professional duties of confidentiality and care apply whatever the tool.
Which AI tool is best for a company secretary?
There is no single right answer. Copilot, Gemini, ChatGPT and Claude can all draft and summarise well. In our opinion, the better question is which tool your organisation has approved and on what data terms, because that decides what you may put into it.
Sources
All sources last checked 11 November 2026.
- The Companies Act, No. 17 of 2015, as passed (copy hosted by KPDA): sections 93, 134, 137, 200, 201, 210, 211, 243, 244, 246, 317, 318 and 705.
- Kenya Law, Companies Act (consolidated versions): check here for the current wording.
- The Data Protection Act, No. 24 of 2019 (ODPC copy): sections 25, 31, 43 and 48.
- Business Registration Service, summary of the 2023 AML/CFT amendments to the Companies Act: secretary, local director or resident contact person for smaller companies.
- Oraro & Company Advocates, "Obligations of a Company in Relation to Disclosure of Company Beneficial Ownership Information" (4 March 2020)
- Companies (Beneficial Ownership Information) (Amendment) Regulations 2023, Legal Notice 162 (BRS copy): regulations 13 to 16 on disclosure and publication.
- Office of the Data Protection Commissioner, Guidelines page (no AI guidance listed as of 11 November 2026)
- Digital Policy Alert, ODPC opens consultation on the draft Guidance Note on AI (1 to 17 August 2026)
- Digital Policy Alert, Guidance Note on Artificial Intelligence (status)
- Business Daily, "Regulator now plans tighter data shields on offshore AI platforms" (4 August 2026)
- Institute of Certified Secretaries, History and background
- Institute of Certified Secretaries, Who is a Certified Secretary
- Business Registration Service, public notice on the consultative forum with ICS and LSK (31 July 2026)
- Google Meet Help, "Take notes for me in Google Meet"
- Gemini Apps Help, privacy and Keep Activity
- Microsoft Support, how Copilot Chat works with and without a Microsoft Copilot licence
- Microsoft 365 message centre MC1404322, Teams Recap app (June 2026, updated August 2026)
Where FuKazee fits in
FuKazee trains teams in practical AI for the work in front of them. We assume nobody knows AI yet, avoid jargon, show the free version of each tool and never push one tool. We have trained more than 3,000 people since 2022.
For a secretariat or legal team, we build sessions around your real tasks: minutes, board papers, registers, calendars and policy reviews, with your confidentiality rules built in. Legal and compliance teams may also like our guide on AI for law firms in Kenya, and Microsoft 365 users our guide to Copilot training for teams. See how our corporate programmes work on our AI training in Kenya page.
To talk about training for your company secretarial or governance team, email lead@fukazee.com
Want guided support instead?
Plan AI training around your team's real work. Answer a few quick questions about your sector, team size and goals, and we will recommend the right programme and format. Sessions are built on your workflows and include a usage policy.
Rodney has run FuKazee's training since 2022 and still teaches inside every programme line: corporate sessions, the postgraduate cohort and the KCSE examiner webinars. First Class Honours in Journalism and Mass Communication, University of Nairobi.
