Company Registration in Kenya can be an exciting and rewarding experience, but it can also be daunting if you don’t know where to start. Registering a company in Kenya involves navigating through various legal requirements and procedures set forth by the Kenyan government. It’s essential to comprehend the different legal structures available and the steps involved in the process for company registration to ensure compliance and legitimacy.
To help make the process of company registration in Kenya easier for potential investors in Kenya, here is an overview on How to register a company in Kenya and Requirements to Register a company in Kenya.
NB: Our Company Registration Services in Kenya helps you save time and money by carrying out Remote local and foreign Company Registration in Kenya, Tax registration and Bank account opening.
Companies registered in Kenya| 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 that is different from their own name. There is no legal separation between the owner and the business and 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 has a provision for registration of limited liability partnerships. The setup is the same as the general partnership and the only difference is that the liability to the partners is limited and hence reduces their exposure.
4. Limited liability companies (LLCs) | Private limited company registration in Kenya
Limited liability companies (LLCs) are the most common business entity in Kenya because of ease of setup, compliance and protects the 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.
Foreigners looking to do business in Kenya can do so by registering 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 normally setup to operate as a non profit making entity. The entity enjoys all the advantages of a legal person in Kenya.
7 Public companies in Kenya
Registration of a public company in Kenya requires you to have a minimum of Seven 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. The Process to register a public company in Kenya is the same as the process for private company registration in Kenya
How to register company in Kenya| Registering a Company Name in Kenya| Company Registration Procedure in Kenya | Online Company Registration in Kenya
Here is the company registration process in Kenya;
Step 1 – Select the Appropriate Business Structure
The first step is to select the appropriate business structure for your proposed venture. You can choose to register a sole proprietorship, partnership, Limited partnership, limited liability company (LLC), Branch companies or Companies limited by Guarantee
Step 2 – Choose a Company Name | Registering a Company Name in Kenya
The next step is to choose a name for your Company/business. The name must be unique and not already registered by another entity, so you should conduct thorough research before selecting your desired name.
Step 3 – Prepare and submit the company registration forms
The company registration forms include the following
- Form CR1 – Shows the list of Directors in the company
- Form CR2 – Shows the list of shareholders in a company
- Form CR8 – Shows the addresses of the directors
- Statement of Nominal Capital – Captures the share capital of the company
- Form BOF 1 – Used to declare the beneficial owners of a company
Step 4 – Certificate of Incorporation
Once the above forms are submitted and the company registration cost in Kenya is paid, your application is approved within 7 days and here you will receive a Certificate of Incorporation. The Certificate bears the date of registration, entity registration number and the registered name. Nobody can trade using the same name in in Kenya and this can further be enhanced by registering a Trademark in Kenya
Step 5 – Register for Tax
After registering a company in Kenya, the next step is to register the company for Tax for ease of doing business, payment of relevant taxes and Tax Compliance. The Tax registration Process takes about 7 working days.
Step 6 – Open Bank Account
The final step to getting a fully fledged company is to open a corporate bank account. Here you have the option of opening the company account in any of the 28 Local or in the 14 international banks in Kenya. Here we recommend that you choose the bank that is easy to open and run the account.
Once the bank account is opened you can go ahead and start the recruitment process, apply for work permits in Kenya, and process any other relevant license.
Remember Afrisetup is here to help in registering a company in Kenya at the comfort of your home country. Contact us today for guidance on Company Registration in Kenya
Company registry in Kenya | Kenya Registrar of Companies
- 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
Requirements to register a company in Kenya| Company registration in Kenya requirements
- Three Preferred company names.
- A list of the company’s activities.
- Directors’ and shareholders’ passports copies
- Passport size photos of all the shareholders and directors
- Physical and email addresses
- Phone number
- Occupations of all shareholders and directors.
- Nominal Share capital
- Number of shares taken
- Details of the beneficial owners if any
- Local Director / Company Secretary details
- Proposed office address in Kenya
- Proposed business start date.
Cost of Registering a Company in Kenya | Company Registration Fees in Kenya| How much Does it Cost to Register a Company in Kenya
The simple answer to these is that the Government cost varies between KES 10,750 (Approximately USD 10) and KES 25,000 (Approximately $ 250) depending on the nominal capital and the type of business you want to register.
Our Consultation Fees vary depending on the level of service that you choose. Contact us today for a customized quote
How long does it take to register a company in Kenya?
The Company registration in Kenya takes about 7 days after making payment and submitting the requirements for company registration in Kenya and the duly completed forms.
Company registration in Kenya for foreigners| Registering a foreign company in Kenya
Requirements for Registering a foreign company in Kenya
Registering a company in Kenya as a foreigner involves the following requirements:
- Notarized Copy of the Parent Company Certificate of Incorporation
- Copies of travel passport of the Directors and Local representative national ID
- Directors and Local Rep Passport size photographs
- Postal, physical and e-mail address, telephone number and occupation the Parent Company, directors and Local representative
Benefits of Registering A Company in Kenya | Why Register a Company in Kenya?
Registering a Company in Kenya offers a range of benefits to those looking to start or operate a business in the country. From tax incentives and legal protection to access to financing and global visibility, registering a company can open up new opportunities for entrepreneurs. Here are the key benefits of registering a company in Kenya:
Legal Protection
Company registration grants you legal recognition and status as an official entity which helps protect you from any potential issues relating to contracts or disputes related to ownership. This can further be enhanced with Trademark Registration
Tax Incentives
Company registration makes it easier for companies to benefit from available tax incentives such as reduced taxes or exemptions from certain types of taxes.
Limited Liability
By registering your Company, the liability of its owners is limited, which means any debts incurred by the business cannot be attached to their assets.
Easier Business Expansion
Company registration makes it much easier for businesses to expand into new markets or open additional branches without going through complex procedures each time.
Business Visibility
Registering your Company can help you gain global visibility, which is helpful if you are looking to attract investors or engage in international trade.
Business Reputation
Company registration helps build a credible reputation with customers and suppliers, assuring them that they are dealing with an official entity.
Credibility with Regulators
Company registration gives companies credibility with regulators as they can access relevant documents more accessible and faster than non-registered entities. It makes it much easier for companies to comply with regulations.
Why Choose us as for your Company Registration in Kenya
- Save you time – We have been in this business for a long time and through our experience we are keen to prepare an submit the right paper work to avoid numerous back and forth with the registrar of companies in Kenya
- Save you Money – We have overtime created a solid partnership to ensure smooth company registration, Tax Registration and Bank account opening without the need for you to travel to Kenya and hence saving you Money
- Ease of Compliance – We help you choose the best type of entity and make sure that you process the right registrations for ease of compliance both in the short and long run
- 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 and hence making it easy for your business to hit the ground running after Company Registration
- Confidentiality – All the info received from our clients is only used for Company Registration and we have internal systems to make sure that the info is not disclosed to any unauthorized person.
Things to do after registering a company in Kenya
After successfully finishing the process of company registration, do the following:
- Obtaining a KRA PIN and Tax Obligations: Register for a Kenya Revenue Authority (KRA) PIN to fulfil your tax obligations.
- Opening a Corporate Bank Account: With your certificate of incorporation, you can open a business bank account.
- Registering for NSSF and SHA: These are mandatory social security and health insurance schemes.
- Getting a Business Permit or License: Depending on your business activities, you may need to obtain a specific license or permit.
Tips to make company registration in Kenya a Smooth Process
To make the registration process smoother, consider these tips:
- Engage a Professional or Consultant: Hiring a consultant can help you navigate the complexities of registration.
- Ensure All Documents Are Accurate and Complete: Double-check your documents to avoid delays.
- Follow Up with the Registrar of Companies: Regular follow-ups can help speed up the process.
- Prepare for Post-Registration Compliance: Plan ahead for post-registration requirements to avoid fines and penalties.
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 |
FAQs on Company Registration in Kenya
No it is not mandatory to register a business in Kenya. However it is good practice for ease of doing business, compliance and to make sure that your intellectual property is protected.
In Kenya, the terms “business registration” and “company registration” refer to two distinct processes, each with its own legal implications and requirements.
Business Registration:
- Business registration in Kenya typically applies to sole proprietorships, partnerships, and other forms of unincorporated businesses.
- This process involves registering the business name with the relevant authority, which in Kenya is the Office of the Registrar of Business Names under the Attorney General’s Office.
- The purpose of business registration is to ensure that the chosen business name is unique and not already in use by another entity. It also provides some level of legal recognition and protection for the business name.
- Business registration is relatively straightforward and less complex compared to company registration. It’s suitable for small businesses and individuals operating under a trade name.
Company Registration:
- Company registration, on the other hand, involves the creation of a distinct legal entity separate from its owners/shareholders.
- In Kenya, this process is governed by the Companies Act and is overseen by the Registrar of Companies at the Attorney General’s Office.
- Company registration establishes a separate legal entity with its own rights and obligations. It can be a private limited company, public limited company, or other forms recognized under the law.
- The registration process involves more documentation and formalities compared to business registration. It includes drafting a memorandum and articles of association, appointing directors and shareholders, and obtaining a certificate of incorporation.
- Companies enjoy limited liability protection, meaning that the personal assets of shareholders are generally protected from the company’s debts and obligations.
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, for successful company registration, every company is required to have a registered office. 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 CR 12 is typically submitted as a business letter directed to the Registrar of Companies in Kenya. The Companies Registry is situated at Sheria House, across from Embassy House in Nairobi. Kenya has only one central Registry.
Each registered private company is required to have a minimum of one director who is an individual. In contrast, a public company must have at least two directors, with one being an individual and the other potentially a corporate entity.
The transfer or change of company director(s) can be completed within one week, with fees varying depending on the circumstances.
To register a Private Limited Liability Company in Kenya, there are a few basic requirements to fulfill: You must have at least one shareholder, and you can either be the sole shareholder or have multiple shareholders to distribute responsibilities and facilitate capital raising.
The cost of registering a Non-Governmental Organization (NGO) in Kenya can vary based on factors such as the NGO’s type, the scale of its activities, and any professional services hired for the process. Typically, the costs include application fees, expenses for preparing and notarizing necessary documents, and fees for acquiring the registration certificate.
In Kenya, a company can be owned by a single individual. This is known as a sole proprietorship or a one-person company, where the owner serves as both the sole shareholder and the director.
In Kenya, 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.
In Kenya, a Non-Governmental Organization (NGO) must have a minimum of three board members, with the majority being citizens of Kenya.
Conclusion:
Registering a company in Kenya is the first step for anyone looking to start a business venture in Kenya. By taking into consideration all of these steps during the setup process, entrepreneurs can ensure that their businesses are set up correctly to avoid any potential legal issues down the line when doing business in Kenya. Fee free to contact us today for expert advise on registering a company in Kenya