Procedure of Registering a Company in Kenya
Procedure of Registering a Company in Kenya
Company registration in Kenya follows a clear process guided by the Companies Act, 2015. Knowing the required steps on how to register a company in Kenya helps you stay compliant and register your business smoothly. This guide explains everything you need to know.
1. Choose the Right Business Structure
Before anything else, decide on what type of business you want to register in Kenya. Common types include:
- Private Limited Company (Ltd): Most common structure for small and medium businesses; limits owners’ liability.
- Company Limited by Guarantee: Used mainly by non-profits like charities; profits are reinvested, not shared.
- Public Limited Company (PLC): For large businesses that want to raise money from the public; has stricter rules.
- Branch of a Foreign Company: Allows foreign companies to operate in Kenya as a foreigner without creating a separate local company.
- Limited Liability Partnership (LLP): Combines partnership and company features while protecting partners from personal liability.
Sole proprietorship in Kenya is limited to Kenyan citizens only. Feel free to contact us today for expert advice on the best business structure.
2. Reserve Company Name
After choosing the right business structure, the next step to register a company in Kenya is to reserve a company name. The name must be unique and follow the rules set by the Business Registration Service (BRS). To do this:
- Submit 3 to 5 company names: according to your preference for reservation through the BRS portal on eCitizen.
- Wait 1–2 business days for approval: Once approved, the name is reserved for 30 days and can be extended for another 30 days if needed. This step is now part of the company registration process, so the Registrar will automatically assign an available name during registration.
How to Choose Your Company Name
- Enter your preferred company name in the name search section.
- Check if the name is available.
- If it is available, you can continue with the registration.
- If it is already taken, choose another name.
- If needed, create a unique variation by adding descriptive words to your business name.
Choose a name that is unique, easy to remember, and matches your business.
3. Prepare Incorporation Documents
These are submitted through the eCitizen Business Registration Service (BRS) portal as part of your application to the Registrar of Companies. Key documents you’ll need include:
- Memorandum and Articles of Association – This outlines your company’s structure, objectives, and internal governance rules. You can either adopt the model versions provided under the Companies Act or have custom versions drafted by a qualified Company Secretary or Advocate.
- Form CR1 – Application for Company Registration – This form formally applies for the company’s registration and includes basic information about the company type, directors, and registered office.
- Form CR2 – Model Memorandum – This is the standard memorandum of association for a company with share capital (used if you are not submitting a custom memorandum).
- Form CR8 – Notice of Residential Address of Directors – Used to provide the residential addresses of the company’s directors.
- BOF 1 – Declares the beneficial owners of the company
- Statement of Nominal Capital – Indicates the company’s share capital
These forms and templates are available for download or completion on the eCitizen platform through the Business Registration Service section.
4. Register Directors and Shareholders
For each director and shareholder, you must provide:
- Full legal name.
- Residential address and physical location (used for Form CR8).
- Postal address.
- Email address and phone number.
- National ID for Kenyans or passport for foreigners.
- Kenya Revenue Authority (KRA) PIN certificate for tax purposes.
Foreign directors or shareholders of a company in Kenya as part of the registration process, are required to submit certified copies of their passports and PIN certificates.
N/B– In Kenya, companies with a share capital exceeding Kshs. 5 million, as well as all public companies, are required to appoint a Certified Public Secretary (CPS). The CPS is responsible for ensuring the company complies with legal and corporate governance obligations.
5. Pay Statutory Fees
Registering a company in Kenya costs Kshs. 10,750 if all the forms are correctly filled. This is the official government fee.
- Fees are paid online through the eCitizen portal, usually using M-Pesa or a card.
- Extra costs may apply if you need to reserve a company name or make changes to your forms.
- You might also spend a little more if you hire someone to help with the registration.
6. Certificate of Incorporation
After all forms are submitted and fees paid, the Registrar of Companies issues a Certificate of Incorporation. The certificate will show you the following:
- Company name
- The registration number
- Date of incorporation
- Type of company (like private or public)
You can usually download it from the eCitizen portal in 3–7 business days. Once you have it, you can open a bank account, get a KRA PIN, and apply for any other licenses your business needs.
Post-Registration Requirements for Company Registration in Kenya
After you register a company in Kenya, you must follow some important rules to stay legal:
a. Open a Corporate Bank Account
After your company is legally registered, the next step is opening a business bank account. A business bank account helps you keep company funds separate from personal money, which is essential for proper accounting and tax compliance.
Common requirements for a corporate account in Kenya include:
- Certificate of Incorporation.
- Kenya Revenue Authority (KRA) PIN certificate for the company.
- Board resolution authorizing the opening of the account and naming signatories.
- Identification documents (national ID or passport) for directors and authorized signatories.
- Memorandum and Articles of Association.
- Proof of the business’s registered physical address.
- CR12 (official list of directors and shareholders).
- Completed bank account application forms.
Note:
• Specific banks may require additional documents such as certified copies of IDs, references, or initial deposit evidence.
• Many Kenyan banks now support digital and multi-currency business accounts, which can simplify handling local and international transactions.
b. Obtain Business Licenses and Permits
Once your company is registered and has a bank account, you must secure all necessary licenses and permits before starting operations:
- County Single Business Permit: A mandatory permit issued by the relevant county government where your business operates. It must be renewed annually and reflect your business activity and location.
- Sector Specific Licenses: Depending on your industry, additional regulatory approvals may be required from agencies such as:
– Kenya Bureau of Standards (KEBS) – for regulated products and quality standards.
– National Construction Authority (NCA) – for construction businesses.
– Kenya Civil Aviation Authority (KCAA) – for aviation services.
– NEMA (National Environment Management Authority) – for activities affecting the environment.
C. Ongoing Compliance for Companies in Kenya
I. Pay Taxes
- Corporate Tax: Companies pay tax on profits (usually 30%).
- VAT: If your business earns over KSh 5 million a year, you must register and pay VAT.
- PAYE: Deduct tax from employee salaries and send it to KRA every month.
- Withholding Tax: Deduct tax on certain payments like professional fees when needed.
II. File Annual Returns
- Submit yearly updates to the Registrar of Companies.
- Include changes in directors, shareholders, or company address.
- Late filing can result in fines or deregistration.
III. Keep Proper Records
- Maintain accurate books of account and documents.
- These help with tax filings and audits.
IV. Register Employees for Social Schemes
- NSSF: Pension contributions for employees.
- SHA: Social Health Authority
Pay monthly and keep records.
Conclusion on Procedure of registering a company in Kenya
Company registration in Kenya may seem overwhelming at first, but by following the proper procedures, the process becomes straightforward. From choosing the right company type to obtaining a Certificate of Incorporation and completing post-registration requirements, each step is vital for legal compliance and business success.
By understanding and following this procedure, you can confidently establish your business and focus on growth without legal interruptions. Contact us today for quick assistance!