Kenya’s New Capital Markets Licensing Rules: What Changed, and Who Must Comply by 13 February 2027

In brief

• The Capital Markets (Licensing Requirements) (General) Regulations, 2025 replace the licensing rules Kenya’s market intermediaries had worked under since 2002. They appear as Legal Notice No. 197 in Kenya Gazette Supplement No. 210 of 11 December 2025, and the Capital Markets Authority has stated that they commenced on 13 February 2026.
• Three businesses are licensed for the first time under the general regime, namely over the counter trading platforms, intermediary service platforms that distribute capital markets products through apps, and broker-dealers. Robo-advisers are expressly brought within the investment adviser licence.
• Existing licensees have twelve months from commencement to meet the new requirements, and anyone already operating an OTC platform or an intermediary service platform must apply within the same year. On the Authority’s stated commencement date, both windows close on 13 February 2027.

If you hold a stockbroking, fund management, investment banking or investment advisory licence in Kenya, or you run an app through which Kenyans invest, the rules you operate under changed this year and the compliance clock is already running. For more than two decades, anyone seeking a capital markets licence worked from regulations written in 2002, long before smartphones, trading apps or algorithmic advice existed. The Capital Markets Authority’s licensing framework has now been rebuilt from the ground up. The new Regulations revoke the 2002 regime entirely and set fresh requirements for every category of market intermediary. This guide explains what changed, what it costs, and what you must do before February 2027, whether you hold a licence today or plan to apply for one.

Who is now inside the licensing net

The most consequential change is who now needs a licence.

An over the counter platform is defined as a trading system with multiple user access that allows commodities, currencies or securities, listed or not, to trade directly between two parties without a central exchange or broker. Under regulation 11, anyone who establishes, maintains or operates one must hold a CMA licence, and the application must include the platform’s trading rules, its membership requirements, its procedures for admitting and suspending instruments, and its clearing and settlement arrangements. A digital bond trading system or an organised market for unlisted shares sits squarely in this category.

An intermediary service platform is a digital application, or otherwise, which facilitates the aggregation, marketing and distribution of capital markets products and services. This is the fintech distribution layer, the app through which an ordinary Kenyan buys units in a money market fund. Under regulation 34 the operator needs a licence, and the application must include a written agreement with a licensed market intermediary that allocates roles, liabilities, dispute resolution, complaints handling and investor protection between the two. Crowdfunding platforms are expressly excluded because they answer to the Capital Markets (Investment-Based Crowdfunding) Regulations, 2022, and a platform deployed by an already licensed institution to improve its own efficiency is outside the definition. This category first appeared in the Collective Investment Schemes Regulations, 2023 for platforms distributing unit trusts. The 2025 Regulations widen it to every capital markets product and give it a place on the general licensing form and fee schedule. We cover it in a dedicated guide to the intermediary service platform licence.

The broker-dealer is a new category. Under regulation 22 it is a company limited by shares which may carry on the business of a stockbroker, the business of a dealer, and the promotion or arranging of underwriting of securities issues, all under one licence. It sits between the pure stockbroker, who acts only as agent for investors and is barred by regulation 27 from trading on its own account, and the investment bank.

Finally, the definition of investment adviser now expressly includes digital platforms that provide automated, algorithm driven investment advisory services with little or no human supervision. A robo-adviser therefore needs the standard investment adviser licence under regulation 12, must satisfy the eligibility tests in regulation 13, and must meet the additional requirements in regulation 14. Those are a principal bank account in Kenya, adequate capital and resources, adequate, secure and reliable systems, documented processes and methodologies, a risk management framework for the platform, client onboarding procedures and a checklist, and a data protection policy that keeps all relevant documents for at least seven years.

Two older categories have been renamed rather than abolished. The Authority’s Circular No. 06/2026 confirms that an authorised securities dealer under the old rules must now be licensed as a broker-dealer, a dealer or a stockbroker, and an authorised depository becomes a custodian. Firms in those categories must surrender their old licences and take new ones before the transition period ends.

Capital and fees at a glance

The Regulations set minimum paid up share capital by category, and require shareholders’ funds to stay above the same figure throughout the licence period. Each category must also hold liquid capital, which is the amount by which liquid assets exceed liabilities, at a fixed floor or eight percent of total liabilities, whichever is higher. The figures below are drawn from the Regulations and from the Authority’s Circular No. 06/2026. Regulation 39 is silent on liquid capital for fund managers, and the Circular supplies the same KES 5 million floor the old rules carried. The central depository figure appears in the Circular rather than the Regulations.

Category	Minimum paid-up capital (KES)	Liquid capital (KES, or 8% of total liabilities, whichever is higher)
Securities exchange	1 billion	Not separately prescribed
Central depository	1 billion	Not separately prescribed
Custodian (non bank)	1 billion	50 million
Investment bank	150 million	50 million
Broker-dealer	70 million	50 million
Stockbroker	50 million	30 million
Dealer	20 million	10 million
Fund manager	20 million paid up capital and shareholders’ funds	5 million (per the Circular)
Trustee	20 million	5 million

A custodian must be a bank licensed by the Central Bank of Kenya, or a licensed financial institution meeting the KES 1 billion threshold. A fund manager’s KES 20 million floor is double the KES 10 million figure under the 2002 rules. Regulation 39 expresses it as shareholders’ funds, and the Authority’s checklist and Circular treat it as paid up share capital as well, so both must be in place. The figure matters beyond the fund management industry, because every private fund approved under the Alternative Investment Funds Regulations must be run by a licensed fund manager.

Investment advisers and intermediary service platform providers have no fixed capital floor. Instead they must show adequate financial resources, which the Authority’s Circular defines as an operating capital requirement equal to three months of operating expenses, computed as an average of the quarterly operating expenses in the latest audited financial statements. An investment adviser must in addition carry professional indemnity insurance of at least KES 500,000, must be a company or limited liability partnership registered in Kenya, and its representatives who give advice must have at least three years’ experience and belong to a professional body.

The fees in the Sixth Schedule are modest by the standards of Kenyan financial regulation. Application fees are KES 10,000 for most categories, KES 20,000 for an investment bank and KES 100,000 for an exchange or central depository. Licensing fees run from KES 50,000 for an intermediary service platform provider to KES 250,000 for an investment bank, with broker-dealers at KES 200,000 and stockbrokers, dealers, investment advisers, custodians, trustees and OTC platforms at KES 100,000. The annual regulatory fee generally matches the licensing fee. Fund managers pay an asset based annual fee of 0.05 percent of assets under management for collective investment schemes, subject to a minimum of KES 100,000 and a cap of KES 15 million, and 0.01 percent for non scheme portfolios other than pension funds. The asset based fees are charged to the schemes and remitted by the manager. The Circular provides that they accrue daily from 1 October 2026 and are payable quarterly by the thirtieth day of the month following each quarter end, with the first remittance due by 31 January 2027. The Circular also lists a flat annual regulatory fee for the fund manager itself of KES 100,000, or KES 50,000 for a manager already licensed under the Retirement Benefits Act, which the Sixth Schedule does not show, so managers should budget for both. Regulation 51 makes annual fees payable in full for the year of issue, without proration, and non refundable if the licence ends early.

How applications now work

Every category applies on a single harmonised form, Form 1 in the First Schedule, with a business plan following the Second Schedule, audited accounts, evidence of capital, and particulars of premises, systems and staff. Directors, chief executives and other key personnel must be fit and proper under regulation 56, which looks at probity, competence, judgment, past convictions and past business conduct. The Circular goes further and prescribes minimum academic and professional qualifications for named roles, so a compliance officer, chief investment officer, chief dealer, chief finance officer, internal auditor and company secretary each now has a stated qualification and experience threshold. The Authority has published revised checklists for each category on its licensing page, and every application is now assessed against the new Regulations.

Under regulation 49, the Authority may grant an approval in principle where an application substantially meets the requirements, or may call for further information or the fulfilment of conditions. The applicant then establishes operating facilities and recruits staff, but must not commence business until the licence is finally issued. The approval in principle is valid for six months, after which an applicant who has not satisfied the conditions must apply afresh. The Regulations set no fixed determination period, so the file itself is the long pole, and a realistic plan allows several months from first drafting to licence.

Life after licensing

Most categories must file a risk based capital adequacy report and management accounts within fifteen days of each month end, with audited financial statements and audited capital adequacy reports within three months of the financial year end. The Circular fixes the outside date for audited statements at 31 March. Intermediary service platform providers report quarterly.

One further rule deserves attention from anyone who promotes investments. Regulation 55 provides that no person may market securities in Kenya, whether the securities were issued in Kenya or not, through advertisement, solicitation or invitation aimed at the public or a section of it, unless licensed under these Regulations. A licensed person needs the Authority’s prior written approval before marketing securities outside Kenya. Digital asset businesses should note that this perimeter sits beside, and not instead of, the licensing regime under the Virtual Asset Service Providers Act, 2025.

The 2025 overhaul did not touch online forex trading. Dealing brokers, non-dealing brokers and forex money managers continue to be licensed under the standalone Capital Markets (Online Foreign Exchange Trading) Regulations, 2017, and the new broker-dealer category is a different licence for a different market.

The two dates, and the deadline that matters

The Regulations carry two dates, and it pays to understand both. The Government Printer’s copy places them in Kenya Gazette Supplement No. 210 of 11 December 2025, made on 25 November 2025. The Capital Markets Authority, in Circular No. 06/2026 of 28 August 2026, states that the Regulations were gazetted on 13 February 2026, approved by Parliament on 25 March 2026, and, for greater certainty, commenced on 13 February 2026.

The commencement date drives everything in regulation 58. Existing licences continue in force, but where the Regulations impose additional requirements, licensees must meet them within twelve months of commencement. Anyone already operating an OTC platform or an intermediary service platform must apply for a licence within one year of the Regulations coming into effect. On the Authority’s stated date, both windows close on 13 February 2027. Much of the early commentary worked from the December 2025 gazettement and gave a December 2026 deadline. The regulator has now put its own reading in writing, and it is the regulator that will apply it.

The practical advice does not change with the extra two months. Existing licensees should map their capital, systems, key personnel and reporting against the new requirements now, because a capital raise, a systems upgrade or a recruitment to meet the new qualification thresholds is not done in a quarter. Fintech distributors of capital markets products should treat the intermediary service platform licence as the compliance project of the year. Promoters of any new intermediary business should budget for the approval in principle route and its six month window. Working to a December 2026 internal target, with February 2027 as the outside date, is the sensible course.

What happens next

The Authority has already started to apply the new categories, and the first OTC platform and broker-dealer licences will show how it reads the framework in practice. In July 2026 the Authority announced its approval of new Capital Markets (Corporate Governance) (Market Intermediaries) Regulations to replace the 2011 rules, so licensees should expect a companion governance regime alongside the licensing one. Further circulars refining the checklists, the qualification thresholds and the asset based fee are likely as the transition deadline approaches. I will analyse each development as it lands.

Frequently asked questions

Do existing CMA licences remain valid under the 2025 Regulations?

Yes. Regulation 58 keeps every licence in force until revoked. Licensees must, however, meet any additional requirements the new Regulations impose within twelve months of commencement, which the Capital Markets Authority has fixed at 13 February 2027.

When is the deadline to comply with Kenya’s new capital markets licensing rules?

The Capital Markets Authority states in Circular No. 06/2026 that the Regulations commenced on 13 February 2026, so the twelve-month transition ends on 13 February 2027. Existing OTC platforms and intermediary service platforms must apply for a licence by the same date.

Does a robo-adviser need a licence in Kenya?

Yes. Digital platforms giving automated, algorithm driven investment advice are investment advisers under the 2025 Regulations. They need the standard investment adviser licence plus the additional requirements in regulation 14, including a principal bank account in Kenya, documented methodology, a risk management framework, onboarding procedures and a data protection policy with seven year record keeping.

Does an investment app need its own CMA licence in Kenya?

If the app aggregates, markets or distributes capital markets products and is not operated by an already licensed institution for its own efficiency, it is an intermediary service platform and its operator needs a CMA licence. Platforms already operating must apply by 13 February 2027. Crowdfunding platforms fall under a separate regime.

What is the difference between a stockbroker and a broker-dealer in Kenya?

A stockbroker buys and sells securities only as an agent for investors in return for a commission and is barred from trading on its own account. It needs KES 50 million minimum paid up capital. A broker-dealer may act as a stockbroker, deal on its own account and promote or arrange underwriting, and needs KES 70 million.

How much capital does a fund manager need in Kenya?

Paid up share capital and shareholders’ funds of at least KES 20 million at all times under regulation 39 and the Authority’s checklist, and liquid capital of KES 5 million or eight percent of total liabilities, whichever is higher, under the Authority’s Circular No. 06/2026.

How long does CMA licensing take in Kenya?

The Regulations set no fixed determination period. The Authority issues an approval in principle for a substantially complete application, valid for six months while the applicant sets up operations and recruits staff. Preparing the file is the longest stage, so budget several months from start to licence.

Peter Maina is an advocate of the High Court of Kenya and the Managing Partner of Peter Maina & Company Advocates in Nairobi, where he leads the firm’s capital markets practice and advises fund managers, brokers and fintech platforms on licensing before the Capital Markets Authority. This article states the law as at 4 September 2026. It is general information, not legal advice. For advice on your licence or application, contact the firm.