Procedure for Registering a Company in Kenya: A Step-by-Step Guide

Procedure for Registering a Company in Kenya: A Step-by-Step Guide

The procedure for registering a company in Kenya is a clear process and follows the Companies Act of 2015. Thanks to digital changes and the eCitizen portal, it’s now easier than ever. Entrepreneurs, whether local or foreign, can now register online. This means no more long paperwork or trips to government offices.

If you want to start a business, knowing how to register a company in Kenya is vital. It helps you meet legal requirements and operate officially in the country. This article will guide you through on procedure of registering a company  .

1. Access the BRS website

• Visit eCitizen, then log in or create an account if you don’t have one yet.

2. Select the Type of Company

After logging in, you’ll see a list of available services. Click on Business Registration Service BRS (This section allows you to reserve your business name, complete registration forms, and track the status of your application.), and select the type of company to register in Kenya.

A. Sole Proprietorship – Owned by one person. Easy to set up, but the owner is personally liable for all debts.
B. Private Limited Company (Ltd) – Owned by shareholders. Liability is limited to their investment. Most common for SMEs (Small and Medium Enterprises).
C. Public Limited Company (PLC) – Can sell shares to the public. Suitable for large businesses looking to raise capital.
D. Company Limited by Guarantee – Usually for non-profits; members guarantee a set amount if the company is wound up.
E. Branch of a Foreign Company – For companies outside Kenya wanting to operate locally.
F. Limited Liability Partnership (LLP) – Partners share management duties, but personal liability is limited.

Click “Apply Now” to start the process of company registration in Kenya online

3. Reserve a Company Name

• Go to the “Make Application” section and submit 3 to 5 company names in your order of preference.

Check Name Availability:

The system will instantly indicate whether your chosen name is available or already in use.
   – If available: Great news—you’re one step closer to registering a company in Kenya.
   – If unavailable: No worries; simply try another name from your list. For example:

Instead of “CityTech Solutions,” consider “CityTech Digital Solutions” or “CityTech Innovations.” You can include a descriptive word such as “Services,” “Hub,” “Enterprises,” or “Solutions.”

N/B- The goal is to pick a name that clearly represents what you do while still standing out from similar businesses.

• The Registrar will assign the first available name to your business. This usually takes 1 to 2 business days.
• Once approved, the name is reserved for 30 days. You can extend it for another 30 days if needed.

4. Provide Articles of Association Details

Submit the Articles of Association, which outline the rules for running the company. Along with the memorandum of association, they form the company’s constitution. You can use standard Model Articles or create your own.

Also, state if your business operates in a regulated industry. Describe your company’s main activities, the start date of operations, and the expected annual turnover. This helps authorities check compliance.

5. Add the Registered Office Address

Provide the following:

• County, locality, building, road name

• Postal address and code

• Company email and phone number

6. Provide a Defined Shareholding Structure

Determine how ownership is divided among shareholders.

Minimum Requirements
To register a private limited company in Kenya, you need at least one shareholder and one director, who can be the same person. The minimum share capital is Ksh 100,000. However, many companies declare Ksh 1,000,000 or more to build trust.

Key Shareholder Rights and Responsibilities
Under the Companies Act 2015, a director must be at least 18 years old. Shareholders have rights based on their shares, including:
• Voting Rights – Vote on major decisions like electing directors
• Dividends – Right to a share of profits when declared.
• Capital Returns – Shareholders may get a portion of assets if the company dissolves.
• Share Redemption Terms – Shareholders can request to redeem shares, based on the company’s terms.
When registering your company in Kenya, indicate whether shares can be redeemed and any conditions for redemption.

7. Add Shareholders and Directors’ Details

You must have at least one director and one shareholder, but you can add more. You will need to provide:

Here you must enter the following:

• Name, gender, DOB, nationality, ID/passport

• Contact info, occupation, shareholding details

• Upload a passport-size photo and passport (for foreigners)

• Declare beneficial ownership details (An individual with 10% or more ownership or control of the company)

N/B: Public companies and private companies with share capital over Ksh 5 million must appoint a Certified Public Secretary (CPS) to ensure compliance.

8. 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.

9. Pay the Government Registration Fee

• The government fees for registration of a company in Kenya range between KES 10,750 (Approximately USD 100) and 25,000 (Approximately USD 195), depending on share capital

• Pay via M-Pesa, debit/credit card, or bank transfer

10. Download Registration Certificates

Once approved (in 5 to 7 business days), download:
• Certificate of Incorporation- which shows the company name, registration number, and date of incorporation.
• CR12 (Company ownership extract)

Feel free to contact us today for guidance on the whole process of online company registration in Kenya.

Post Registration Requirements

a. Obtain a KRA PIN
Register for a Kenya Revenue Authority (KRA) PIN to fulfill your tax obligations.

b. Open a Corporate Bank Account

To open a company bank account, you will need:
– A valid Certificate of Incorporation
– The company’s KRA PIN certificate
– Memorandum and Articles of Association (MAA)
– A board resolution authorizing the account opening, signed by the directors

c. Get a business permit or License
To run a business legally in Kenya, you must obtain the right permits and licenses from the relevant authorities. The main requirement is the Single Business Permit, issued by the county government. This permit covers several compliance areas, such as:
• Trading license
• Fire safety clearance
• Public health compliance
Depending on your type of business, you might also need extra permits:
• Fire Safety Certificate – Needed for businesses in commercial buildings or handling flammable materials.
• Health Permits – Required for businesses in food, hospitality, healthcare, and other sectors affecting public health.
Check with your County Government or relevant authority to obtain all necessary licenses.

d. Legal Compliance and Ongoing Requirements
The procedure for registering a company in Kenya involves ongoing responsibilities:
• Pay taxes: This includes Corporation Tax (30%), VAT (16%) if your yearly turnover is over Ksh 5 million, PAYE for employees, and Withholding Tax when needed.
• File annual returns: Submit yearly reports to the Registrar of Companies.
• Maintain proper records: Keep accurate accounting books and, if required, have them audited.
• Register for social schemes: If you have employees, register them with NSSF (National Social Security Fund) and SHA (Social Health Authority).
Failing to follow these rules can result in fines or even the deregistration of your company.