Company registration in Kenya is the first essential step to operate in the country legally. Whether you’re a local entrepreneur or a foreign investor, understanding the registration process ensures compliance and smooth operations. Thanks to recent government reforms, the process of company registration in Kenya has become faster and fully digitized, typically taking just 5 to 7 working days to complete.
Are you planning to start a company in Kenya? Understanding the steps involved in registering a company in Kenya is essential for a smooth and legal setup. In this video, we’ll guide you through the streamlined registration process, ensuring you meet all legal requirements and set up your business successfully.
How to Register a Company in Kenya Online
Setting up a company in Kenya requires following the legal and procedural guidelines established under the Companies Act, 2015, and the Company (General) Regulations. The process of online company registration in Kenya is now more straightforward and more accessible through the eCitizen portal.
Step 1: Login to eCitizen
Visit eCitizen and log in to your account. If you don’t have an account, sign up using your email address, Kenyan ID Number, or Travel Passport Number.
Step 2: Navigate to the Business Registration Service
Once logged in, select the Business Registration Service and proceed to initiate an application.
Step 3: Choose the Business Type
Select the type of company you want to register. Business entities in Kenya include:
– Private Limited Companies
– Public Limited Companies
– Business Names
– Limited Liability Partnerships
Step 4: Submit Proposed Company Names
Provide at least 3 proposed company names (maximum of 5) in order of priority. The Registrar will approve the first available name within 1 to 2 working days. Avoid names similar to those of existing businesses to reduce rejection chances.
Note: Name reservation has been streamlined into the registration process. This means once a name is approved, it is directly linked to your registration application without requiring a separate reservation.
Step 5: Prepare Company Incorporation Documents
Once your company name is successfully reserved, the next step is to compile and submit the required incorporation documents through the eCitizen portal. These include:
- – Form CR1 – Lists the company’s first directors, secretary (if applicable), and authorized signatories.
- – Form CR2 – The memorandum for companies with share capital, showing shareholders and the number of shares each holds.
- – Form CR8 – Provides the residential address of each director or notifies changes to those addresses.
- – Statement of Nominal Share Capital – Details the company’s share capital, types of shares, and their nominal value.
- – Form BOF1 – A register of beneficial owners, including their names, shareholding percentage, addresses, and the source of ownership information.
The forms can be accessed through the eCitizen portal. Ensure they are correctly signed and uploaded in PDF format on the eCitizen Portal.
Step 6: Provide Director, Shareholder, and Beneficial Owner Details
At this stage, you will need to enter the following details for all directors, shareholders, and beneficial owners:
– National ID Card or Travel Passport copies.
– Passport-size photographs.
– Physical addresses, phone numbers, email addresses, and occupations.
– A beneficial owner is any person holding at least 10% of issued shares or controlling 10% of voting rights directly or indirectly.
Under Section 14(2)(c) of the Companies Act, shareholders in a Kenyan company have the following rights:
– Right to Vote
– Right to Dividends
– Right to Capital Returns
– Right to Redeem Shares
Under the Companies Act 2015, the minimum age requirement to be appointed as a company director in Kenya is 18 years, lowered from 21 years under the repealed legislation.
Step 7: Provide the Registered Address
Specify the registered office address, including:
– County, District, and Locality.
– Name of the building and street.
– Postal Address and Postal Code.
– Mobile number and company email address.
Step 8: Specify Share Information
Define the share capital structure:
– Share category.
– Number of shares.
– Value of each share.
– The minimum share capital is KES 100,000.
– A company secretary must be appointed if the share capital exceeds KES 5 million.
Step 9: Download, Sign, and Upload Registration Documents
– Download the registration documents.
– Review and confirm all details.
– Sign the documents and upload scanned copies.
– Make the necessary payment.
Step 10: Approval and Issuance of Certificate
Once all information is submitted, the Registrar of Companies will review and approve the application within seven days or less. Upon approval, you can download your Certificate for Company Registration in Kenya and Form CR12, which lists the shareholders and directors.
For foreigners registering a company in Kenya, a local director or a local secretary must be appointed for ease of incorporation and compliance
Contact us today to speak to an expert on private limited Company Registration in Kenya
Step 11: Post-Registration Requirements for Companies in Kenya
After successfully registering a company in Kenya, there are several key steps and compliance measures that must be followed to ensure smooth business operations:
i. Company Tax Registration – Mandatory for all businesses in Kenya. A tax registration certificate is required for tax payments, opening a business bank account, and obtaining additional licenses.
N/B: Company Tax Obligations in Kenya include:
– Corporate Tax: 30% on net profits
– VAT: 16% for turnover above KSh 5M
– PAYE: Deducted from salaries
– Tax Returns: Filed monthly & annually via iTax
ii. Open a Corporate Bank Account– Choose from Kenya’s 39+ commercial banks to set up a business account for transactions. To open a corporate bank account, you will need:
– Certificate of Incorporation
– KRA PIN
– CR12 (List of Directors & Shareholders)
– Form CR1, Form CR2, Form CR8, Statement of nominal capital and Form BOF1
– Provide ID and KRA PIN for local directors, and passport for foreign directors.
– Board resolution authorizing the opening of the account, signed by the directors
Different banks may have their own additional requirements, so it’s best to confirm with your chosen bank in advance.
iii. SHA Registration – Register with the Social Health Authority (SHA) to comply with mandatory employee health insurance requirements.
iv. NSSF Registration – Enroll employees in the National Social Security Fund (NSSF) for retirement savings. You may also opt for a private retirement scheme.
v. Business Premises License – If your company has a physical location, obtain this license from the county government which takes between 5 to 10 working days. The cost varies based on factors like space size, number of employees, and location.
vi. Apply for Industry-Specific Licenses – While general businesses can operate with the above steps, regulated sectors like banking, insurance, and telecommunications require additional government licenses.
Registered Companies in Kenya
Understanding the different business structures available is crucial if you’re looking to register a company in Kenya.
1. Sole Proprietorship:
A business owned by one person is ideal for small businesses, as the owner has full control and responsibility.
2. Partnership:
A business owned by two or more people who share profits and losses.
3. Private Limited Company (Ltd):
This is a typical business type with limited liability for shareholders, meaning personal assets are protected. Shares are not publicly traded.
4. Public Limited Company (PLC):
A business that can trade shares on the stock exchange. Larger companies typically use it to raise capital.
5. Foreign Company Registration:
International businesses can set up a branch or subsidiary in Kenya.
NOTE: You can register a private company in Kenya as either limited by shares (for profit-making businesses) or limited by guarantee (for non-profits such as charities). Companies limited by guarantee take longer to set up due to vetting and are meant for public benefit. A company may also be registered as a local resident company (incorporated in Kenya) or as a branch of a foreign company. The choice between the two is often guided by tax considerations, since branches are generally taxed at a higher corporate rate than local resident companies.
Registrar of Companies in Kenya
The Kenya Registrar of Companies is a government entity responsible for overseeing the registration of a company in Kenya, regulation, and the administration of businesses within the country. Its key functions include registering various business entities such as Private and Public Limited Companies, Business Names, and Limited Liability Partnerships. Additionally, it maintains registration records, issues certificates of incorporation, and ensures compliance with applicable laws.
Requirements to Register a Company in Kenya | Requirements for Company Registration in Kenya
The requirements for registering a limited company in Kenya include the following;
– At least 3 Company Names
– Business Objectives
– National ID Card Copy / Travel Passport copy of all the Directors, Shareholders, and Beneficial Owners.
– Passport-size photos of all the Directors, Shareholders, and Beneficial Owners.
– Physical Addresses, phone numbers, email addresses, and occupations of all Directors, Shareholders, and Beneficial Owners.
Cost of Registering a Company in Kenya | Cost of Company Registration in Kenya
Company registration in Kenya cost varies based on factors such as business type and share capital. Government fees range from KES 10,750 (about USD 100) to KES 25,000 (about USD 195).
Company Registration in Kenya for Foreigners | Can a Foreigner Register a Company in Kenya
Foreigners can register a company in Kenya, and most industries have no ownership restrictions. A Kenyan company can have shareholders who are:
– Local individuals
– Foreign individuals
– Local companies
– Foreign companies
Any of these shareholders can complete the registration process and own 100% of the company. However, some industries, such as Banking, Insurance, and Telecommunications, may require foreign investors to allocate a portion of shares to a local shareholder after registration.
Once registered, the company can hire both local and foreign employees. Foreign employees must obtain a work permit to work legally in Kenya.
How Long Does It Take to Register a Company in Kenya?
The process of registering a company in Kenya usually takes 7 to 14 business days. The duration may vary depending on factors such as the accuracy of submitted documents and the current processing speed at the Registrar of Companies. The name reservation stage, which is the first step, generally takes around 3 working days to complete.