Company Registration in Kenya is carried out by the Registrar of Companies through the Business Registration Service (BRS) in Kenya. The Registrar issues certificates of compliance for foreign companies, certificates of incorporation for local companies and certificates of registration for sole proprietorships and partnerships.
All company and business registrations (sole proprietorships and partnerships and limited liability partnerships) are being done through the e -citizen online platform.
Below is a summary of the registration requirements for the different kinds of companies in Kenya.
LOCAL COMPANY OWNED BY KENYA CITIZENS
A company with local owners in Kenya may be registered either as a company limited by shares; a company limited by guarantee; or an unlimited company. The process for registering any of the above companies as a citizen of Kenya are as follows:
Apply for and reserve the company name;
Statement of Nominal Share Capital Form; #
Fill and submit a signed Form CR 1 – which is an application form used for the registration of company in Kenya. This is either a Limited company, Unlimited company or a company limited by guarantee;
Model memorandum for a company limited by shares (Form CR2) or model memorandum for a company limited by guarantee (Form CR3) or model memorandum for a company whose liability is unlimited (Form CR4);
Articles of Association are only attached if the company chooses to present its own articles instead of adopting those provided in the Regulations.
A copy of national I.D. card, Kenya Revenue Authority (KRA) PIN certificate and recent colored passport photograph of each director and the company secretary (if any);
Notification of directors’ residential address (Form CR8)
Copy of I.D card of person lodging the documents; and
Evidence of payment of the registration fees of Kshs.
COST OF BUSINESS REGISTRATION IN KENYA
The official cost of business registration in Kenya with the business registration service is a total of Kshs 10,750 which is broken down as follows:
Ksh 100 (for name reservation);
Ksh 10,000 (for company registration);
Ksh 600 (for CR 12 - List of shareholders certificate); and
Ksh 50 (eCitizen convenience fee)
It should be noted that a company is only required to have a Company Secretary if its nominal capital exceeds Kshs. 500,000.
LOCAL COMPANY OWNED BY FOREIGNERS
A foreigner is allowed to engage in business in Kenya and register a local company in Kenya. Business Registration in Kenya for foreign nationals is slightly different from that for locals. Foreign applicants are first required to submit at least 3 (three) unique names in order of priority to the BRS for reservation. The forms and documents required for registering a Local Company by foreigners are as follows:
Signed notice of registered address-CR8 (copy);
Signed company registration form -CR1 (copy) ;
Signed memorandum of a company with share capital-CR2 (copy);
Signed statement of nominal capital (copy);
Copy of Passport for each director showing the bio data page;
Passport photo for each director; and
Notarized certificate of incorporation of the company.
After filling all the forms, the applicant company is required to have them duly signed by the directors of the company and then uploaded n the e-citizen system portal. Upon submission of the signed forms, the application undergoes review whereby the registrar checks whether the requirements have been met and whether the forms have been signed by the requisite parties. If satisfied, it is approved and the applicant will be able to download the registration certificates online. If, however, the application is missing some requirements, it will be sent back for corrections.
BRANCH OFFICE OWNED BY AN EXISTING FOREIGN COMPANY
Companies incorporated outside of Kenya by foreigners can also do business in Kenya by registering a branch office. The registrar of companies issues a Certificate of Compliance once all the requirements have been met. The documentary requirements for for carrying out this registration are as follows:
Application for registration of a foreign company -FC2;
Notice of place of business- Form FC4;
Notice specifying opening hours of company -Form FC6;
List of directors of the company;
Certified Copy of the certificate of incorporation duly certified by a notary public from county of origin;
Certified Memorandum and articles of association duly certified by a notary public from county of origin;
Copy of Intl. passport for each foreign director and the local representative if foreigner;
Passport photo of each foreign director and the authorized local representative;
Contact details, PIN Certificate and Identity Card of the company’s local representative if Kenyan.
The total cost of registering a branch office of a foreign company with the Business Registration Service is as follows
Ksh 100 (for name reservation),
Ksh 6,800 ( for registration of a branch of a foreign company),
Ksh 600 (for list of directors and shareholders),
Ksh 50 (eCitizen convenience fee).
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