Starting a company in Kenya can be an exciting and rewarding experience, but it can also be daunting if you don’t know where to start. It involves navigating through various legal requirements and procedures set forth by the Kenyan government. It is essential to comprehend the different legal structures available and the steps involved in the company registration in Kenya to ensure compliance and legitimacy.
Here is an overview of how to register a company in Kenya to help make the remote company registration process easier for potential investors.
Companies Registered in Kenya
Before choosing company registration services in Kenya, selecting the appropriate legal structure that best suits your business goals and objectives is essential. Here are some of the registered Companies in Kenya
1. Sole proprietorships
Sole proprietorships / Business Names are often registered by Kenyans looking to operate a small business using a name other than their own. There is no legal separation between the owner and the business. Hence, all the liabilities fall on the business owner, which makes it a high risk for personal assets if anything goes wrong.
2. Partnership
Partnerships involve two or more individuals pooling resources together to run a business. Businesses registered as a partnership are similar to sole proprietorships in that all liabilities fall on the individual partners.
3. Limited Liability Partnerships
The New Companies Act provides for the registration of limited liability partnerships. The setup is the same as that of a general partnership; the only difference is that the partners’ liability is limited, reducing their exposure.
4. Limited Liability Companies (LLCs) | Private limited company registration in Kenya
Limited liability companies (LLCs) are Kenya’s most common business entities because they are easy to set up, comply with, and protect owners from personal liability. The New Companies Act allows for sole owners in limited liability companies. The owners of an LLC can be natural or legal persons of Kenyan or foreign origin.
An LLC offers a straightforward process with minimal legal complications for those interested in private company registration in Kenya.
5. Branch Companies in Kenya
Foreigners looking to do business in Kenya can register a branch of their foreign company in Kenya. The major difference between a branch company and an LLC registered by foreign owners in Kenya is that the Branch company will be regarded as a foreign entity and hence attract a slightly higher corporate tax.
6. Companies Limited by Guarantee
These are legal entities usually set up to operate as non-profits. They enjoy all the advantages of a legal person in Kenya.
7. Public companies in Kenya
Registration of a public company in Kenya requires a minimum of 7 shareholders and two directors. The company does not have a restriction on the maximum number of shareholders, and it can sell its shares to the public. Registering a public company in Kenya follows the same process as registering a private company.
How to Register a Company in Kenya Online
Access the Business Registration System (BRS) through your eCitizen account. The process involves providing company details, uploading the required documents, and making the necessary payments online.
Process of Company Registration in Kenya
1. Access the BRS website:
- Visit the eCitizen website
- Log in to your eCitizen account or sign up if you don’t have one.
- Navigate to the Business Registration Service
- Click on make an application
- Click the Apply Now button under the Private Limited Company option.
2. Enter Proposed Company Names: Add 3 – 5 company names in the order of priority. The First available name will be automatically assigned to your business.
3. Provide Articles of Association Details: The following information is required:
- Choose whether to adopt Model Articles of Association or submit custom Articles.
- Indicate whether the company’s objects are regulated or not.
- Describe the Nature of Business.
- Select the Primary Business Activity.
- Specify the Accounting Period End Month.
- Enter the estimated Start Date, Number of Employees, and Annual Turnover.
4. Add the Registered Office Address: Here, you will add:
- The county
- District
- Locality
- Name of the building,
- Road
- Postal address
- Postal code
- Mobile number
- Company email address
5. Add Share Information: Here, you choose the share category and enter the number of shares and the value of each share.
6. Add Shareholders and Directors Details: Here you can enter the following:
- Name
- Gender
- Date of birth
- Nationality
- ID/passport number
- Email address
- Phone number
- Postal address
- Place of residence
- Occupation
- Number of shares taken and the beneficial ownership details
- Passport size photo
- Attach a copy of the travel passport (For foreigners)
7. Download the application documents: Download, sign, and upload these signed documents to the BRS website:
- CR1 – Shows the list of Directors in the company
- CR2 – Shows the list of shareholders in a company
- CR8 – Shows the addresses of the directors
- BOF 1 – Used to declare the beneficial owners of a company
- Statement of Nominal Capital – Captures the share capital of the company.
8. Pay the registration fees: The government fee ranges from KES 10,750 (Approximately USD 100) to KES 25,000 (Approximately USD 195), depending on the business type and nominal capital. Payment can be made via:
- Bank transfer
- M-Pesa
- Debit/credit card
9. Download the Company Registration Certificate and Cr12: Upon approval (within 7 working days), you will be able to download:
- Certificate of Incorporation
- CR12 (Company Extract)
This guide ensures you meet all the legal requirements to register a company in Kenya efficiently.
After Successfully Finishing the Process of Company Registration, do the following:
- Obtain a KRA PIN and register for the relevant tax obligations: Register for a Kenya Revenue Authority (KRA) PIN to fulfil your tax obligations.
- Open a Corporate Bank Account: You can open a company bank account in one of the many commercial banks in Kenya.
- Register for NSSF and SHA: If the company has employees, you should register with these social security and health insurance schemes.
- Get a business permit or License: Here, you process the relevant Business license/permit for your business from the country’s government or regulatory body.
Company Registry in Kenya
The Kenya Registrar of Companies is a government department responsible for company registration in Kenya and regulating and administering companies and business entities operating within the country.
Core Functions:
- Registering a company in Kenya (Private Limited Companies, Public Limited Companies)
- Registering Business Names and Limited Liability Partnerships
- Maintaining records on registrations
- Issuing certificates of incorporation
- Enforcing compliance with relevant laws
在肯尼亚注册公司的要求 肯尼亚公司注册要求 | 肯尼亚公司注册要求
以下是在肯尼亚注册私人有限公司所需的文件：
- 拟建公司的三个首选名称。
- 公司活动摘要。
- 所有董事和股东的护照复印件
- 所有股东和董事的护照照片
- 拟成立公司所有股东和董事的地址、电话号码、电子邮件地址和职业。
- 股份分配百分比
在肯尼亚注册外国公司的要求
- 经公证的母公司注册证书副本
- 主任的旅行护照和当地代表的国家身份证复印件
- 董事和地方代表护照照片
- 母公司、董事和当地代表的邮政、物理和电子邮件地址、电话号码和职业
- 申报在肯尼亚的注册地址
- 公司的工作时间
- 公司官方联系方式
肯尼亚公司注册费用 | 肯尼亚公司注册费用
肯尼亚政府规定的公司注册费用从 10 美元到 250 美元不等，具体取决于名义资本和要注册的企业类型。
我们的咨询费因您选择的服务级别而异。 如需定制报价，请立即联系我们
肯尼亚的公司类型
1.独资企业
独资企业/商业名称通常由肯尼亚人注册，他们希望使用与自己姓名不同的名称经营小企业。 所有者和企业之间没有法律上的分离，因此所有责任都由企业所有者承担，一旦出现任何问题，个人资产的风险很高。
2.伙伴关系
合伙企业是指两个或两个以上的人将资源集中起来共同经营一家企业。 注册为合伙企业的企业与独资企业类似，所有责任都由合伙人个人承担。
3.有限责任合伙企业
新公司法规定了有限责任合伙企业的注册。 其设置与普通合伙企业相同，唯一的区别是合伙人的责任是有限的，从而减少了他们的风险。
4.有限责任公司（LLC） | 在肯尼亚注册私营有限公司
有限责任公司（LLC）是肯尼亚最常见的商业实体，因为它易于设立、合规，并可保护所有者免于承担个人责任。 新公司法允许有限责任公司的独资业主。 有限责任公司的所有人可以是肯尼亚或外国的自然人或法人。
5.肯尼亚的分公司
希望在肯尼亚开展业务的外国人可在肯尼亚注册一家外国公司的分支机构。 分支公司与外国所有者在肯尼亚注册的有限责任公司的主要区别在于，分支公司将被视为外国实体，因此需要缴纳略高的公司税。
6.担保有限公司
这些法律实体通常是作为非营利实体设立的。 该实体享有肯尼亚法人的所有优势。
7 肯尼亚的上市公司
在肯尼亚注册一家上市公司至少需要七名股东和两名董事。 公司没有股东人数上限限制，可以向公众 出售股份。 在肯尼亚，上市公司和私营公司的注册程序相同
How Long Does it Take to Register a Company in Kenya?
Company Registration in Kenya for Foreigners
The process of foreign company registration in Kenya is straightforward when handled correctly, but it’s essential to understand the legal requirements, shareholding structure, and necessary permits to avoid delays.
在肯尼亚注册公司的好处
在肯尼亚注册企业可为那些希望在该国开办或经营企业的人带来一系列好处。 从税收优惠和法律保护到融资渠道和全球知名度，注册公司可以为创业者带来新的机遇。 以下是在肯尼亚注册企业的主要好处：
法律保护
企业注册赋予您作为官方实体的法律认可和地位，有助于保护您免受任何潜在的合同问题或与所有权有关的纠纷。 商标注册可进一步加强这一功能
税收优惠
在肯尼亚注册企业可使公司更容易享受现有的税收优惠政策，如减税或免除某些类型的税收。
有限责任公司
注册公司后，公司所有者的责任就会受到限制，这意味着企业产生的任何债务都不能扣押其资产。
业务扩展更容易
企业注册使企业更容易拓展新市场或开设更多分支机构，而无需每次都办理复杂的手续。
业务能见度
注册公司可以帮助您获得全球知名度，这对您吸引投资者或从事国际贸易很有帮助。
企业声誉
企业注册有助于在客户和供应商中建立可信的声誉，向他们保证他们是在与一个正式实体打交道。
监管机构的信誉
在肯尼亚进行商业登记可提高公司在监管机构中的可信度，因为与未注册实体相比，他们可以更方便、更快捷地获取相关文件。 它使公司更容易遵守法规。
Why Choose Afrisetup for Company Registration in Kenya
With our assistance, you stand to benefit in several ways, including:
1. Saving you time – We have been in this business for a long time, and through our experience, we are keen to prepare and submit the right paperwork to avoid numerous back-and-forth with the registrar.
2. Saving you Money – We have created a solid partnership to ensure smooth registration, Tax Registration, and bank account opening without the need for you to travel to Kenya, thus saving you Money.
3. Ease of Compliance—We help you choose the best type of entity and ensure that you process the right registration for ease of compliance in the short and long run.
4. Access to our network of potential clients and partners – Once you are our client, we are always happy to recommend your company to potential clients and partners, making it easy for your business to hit the ground running after registration.
5. Confidentiality – All information received from our clients is only used for company registration, and we have internal systems to ensure that it is not disclosed to any unauthorized person.
Tips to Make your Company Registration a Smooth Process
To make the registration process smoother, consider these tips:
1. Engage a Professional or Consultant: Hiring a consultant can help you navigate the complexities of registration.
2. Ensure all documents are accurate and complete: Double-check your documents to avoid delays.
3. Follow up with the Registrar of Companies: Regular follow-ups can help speed up the process.
4. Prepare for Post-Registration Compliance: Plan for post-registration requirements to avoid fines and penalties.
Summary Table for Company Registration in Kenya
| Criteria | Subsidiary Company | Foreign Company |
|---|---|---|
| Time Required for registering a company in Kenya | Approximately 10 days | Approximately 10 days |
| Time to Open a Bank Account | Around 5 days | Around 5 days |
| Eligibility to Invoice and Hire | Within 15 days of registration | Within 15 days of registration |
| Minimum Directors and Shareholders | At least 1 director | Not required |
| 100% Foreign Ownership Allowed | Yes | Yes |
| Ability to Employ Expatriate Staff | Yes | Yes |
| Tax Identification Registration | Mandatory | Mandatory |
| Access to Double Tax Treaties | Yes | Yes |
| Eligibility for Government Tenders | Yes | Yes |
| Access to Trade Financing | Yes | Yes |
| Import and Export Licensing | Yes | Yes |
| Conversion to a Public Limited Company | Possible | Not applicable |
| Work Permits for Foreign Employees | Yes | Yes |
| Multi-Currency Bank Accounts | Available | Available |
常见问题
在肯尼亚注册企业不是强制性的。 不过，为了便于开展业务、遵守法规并确保知识产权得到保护，这是一种良好的做法。
To register a company in Kenya, visit the eCitizen website and create an account. Navigate to the Business Registration Service and start an application for a Private Limited Company. Propose 3-5 company names. Fill in the required details, including office address and shareholder information. Upload necessary documents like CR1 and CR2. Pay the registration fee (KES 10,750 to KES 25,000). After approval, which takes up to 7 days, download your Certificate of Incorporation and CR12. This process ensures your company is legally registered.
A private company needs at least one director, or it can have as many as outlined in its articles of incorporation. If multiple directors are selected, at least one must be a human. Unless specified otherwise in the articles of incorporation, there’s no restriction on the maximum number of directors.
Yes, every company is required to have a registered office for successful registration. This office must be a physical location where notices and other communications can be received on behalf of the company. However, it doesn’t need to be the location where the company conducts its daily operations
A Cr12 is applied on eCitizen (BRS) by clicking on make application and then choosing the official Search option. Then enter the company name you want to search for, Choose the company you want from the list, enter the applicant’s details, confirm that you have provided all the details, Pay KES 650, and then go ahead and download the Cr12
In Kenya, obtaining a CR12 certificate usually takes 3 to 5 days. The timeline can vary based on the completeness of your application and any necessary approvals.
A CR12 certificate in Kenya is valid for one calendar year, or 12 months, from the date it is issued. Therefore, to maintain compliance, businesses must renew their CR12 certificate before it expires each year.
Each registered private company is required to have at least one individual director. In contrast, a public company must have at least two directors, one of whom must be an individual.
No, a minor cannot be a company director in Kenya. The law states that only individuals at least 18 years old can be appointed directors. Any appointment of a director who is under the age of 18 is considered void.
The company’s management must act swiftly. The remaining directors should notify the Registrar of Companies about the death. The director’s death does not dissolve the company; however, the board may need to appoint a new director to fill the vacancy. Following the company’s articles of association and relevant laws is essential to ensure proper succession and maintain compliance. Legal advice might be necessary to address any potential impacts on the company’s operations and governance
A single individual can own a company. This is known as a sole proprietorship or a one-person company, where the owner serves as both the sole shareholder and the director.
A private company can have a single director. However, a public company or a company limited by guarantee is required to have a minimum of two directors.
Conclusion:
At Afrisetup, we alleviate the hassle of navigating the numerous processes involved in opening a business. Whether you’re a local entrepreneur or a foreign investor, trust us to streamline the process and lift the burden off your shoulders. Focus on building your business while we handle the paperwork for you. Do you need assistance with company registration in Kenya?
Feel free to contact us today for expert advice.