Company Registration In Kenya

[vc_row rt_row_background_width=”fullwidth” rt_row_content_width=”default” rt_row_style=”default-style” rt_row_height=”” rt_column_gaps=”” rt_row_shadows=”top,bottom” rt_row_borders=”” rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”cover” rt_bg_position=”right top” rt_bg_attachment=”scroll” rt_bg_layer=”” rt_bg_video_format=”self-hosted” rt_class=”rt-5292025″ rt_paddings=”,,,” rt_margins=”,,,” rt_content_margins=”,,,” rt_tablet_paddings=”,,,” rt_tablet_margins=”,,,” rt_tablet_content_margins=”,,,” rt_sp_paddings=”,,,” rt_sp_margins=”,,,” rt_sp_content_margins=”,,,”][vc_column rt_column_boxed=”true” rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”auto auto” rt_bg_position=”right top” rt_bg_attachment=”fixed” parallax=”” css=”.vc_custom_1668235669168{border-top-width: 1px !important;border-right-width: 1px !important;border-bottom-width: 1px !important;border-left-width: 1px !important;}” rt_class=”rt-3961090″ rt_margins=”,” rt_paddings=”,,,” rt_wrapper_paddings=”,,,” rt_tablet_margins=”,” rt_tablet_paddings=”,,,” rt_tablet_wrapper_paddings=”,,,” rt_sp_margins=”,” rt_sp_paddings=”,,,” rt_sp_wrapper_paddings=”,,,” rt_bg_color=”” rt_bg_overlay_color=”” class=”sid” el_id=”” el_class=””][vc_wp_custommenu nav_menu=”793″ el_class=”def”][vc_column_text css=”” el_id=”introduction”]Company registration in Kenya is the first essential step to operate in the country legally. Whether you’re a local entrepreneur or a foreign investor, understanding the registration process ensures compliance and smooth operations. Thanks to recent government reforms, the process of company registration in Kenya has become faster and fully digitized, typically taking just 5 to 7 working days to complete.
Are you planning to start a company in Kenya? Understanding the steps involved in registering a company in Kenya is essential for a smooth and legal setup. In this video, we’ll guide you through the streamlined registration process, ensuring you meet all legal requirements and set up your business successfully.

How to Register a Company in Kenya Online

Setting up a company in Kenya requires following the legal and procedural guidelines established under the Companies Act, 2015, and the Company (General) Regulations. The process of online company registration in Kenya is now more straightforward and more accessible through the eCitizen portal.

Step 1: Login to eCitizen
Visit eCitizen and log in to your account. If you don’t have an account, sign up using your email address, Kenyan ID Number, or Travel Passport Number.

Step 2: Navigate to the Business Registration Service
Once logged in, select the Business Registration Service and proceed to initiate an application.

Step 3: Choose the Business Type
Select the type of company you want to register. Business entities in Kenya include:
– Private Limited Companies
– Public Limited Companies
– Business Names
– Limited Liability Partnerships

Step 4: Submit Proposed Company Names

Provide at least 3 proposed company names (maximum of 5) in order of priority. The Registrar will approve the first available name within 1 to 2 working days. Avoid names similar to those of existing businesses to reduce rejection chances.
Note: Name reservation has been streamlined into the registration process. This means once a name is approved, it is directly linked to your registration application without requiring a separate reservation.

Step 5: Prepare Company Incorporation Documents

Once your company name is successfully reserved, the next step is to compile and submit the required incorporation documents through the eCitizen portal. These include:

• – Form CR1 – Lists the company’s first directors, secretary (if applicable), and authorized signatories.
• – Form CR2 – The memorandum for companies with share capital, showing shareholders and the number of shares each holds.
• – Form CR8 – Provides the residential address of each director or notifies changes to those addresses.
• – Statement of Nominal Share Capital – Details the company’s share capital, types of shares, and their nominal value.
• – Form BOF1 – A register of beneficial owners, including their names, shareholding percentage, addresses, and the source of ownership information.

The forms can be accessed through the eCitizen portal. Ensure they are correctly signed and uploaded in PDF format on the eCitizen Portal.

Step 6: Provide Director, Shareholder, and Beneficial Owner Details

At this stage, you will need to enter the following details for all directors, shareholders, and beneficial owners:
– National ID Card or Travel Passport copies.
– Passport-size photographs.
– Physical addresses, phone numbers, email addresses, and occupations.
– A beneficial owner is any person holding at least 10% of issued shares or controlling 10% of voting rights directly or indirectly.

Under Section 14(2)(c) of the Companies Act, shareholders in a Kenyan company have the following rights:
– Right to Vote
– Right to Dividends
– Right to Capital Returns
– Right to Redeem Shares

Under the Companies Act 2015, the minimum age requirement to be appointed as a company director in Kenya is 18 years, lowered from 21 years under the repealed legislation.

Step 7: Provide the Registered Address
Specify the registered office address, including:
– County, District, and Locality.
– Name of the building and street.
– Postal Address and Postal Code.
– Mobile number and company email address.

Step 8: Specify Share Information
Define the share capital structure:
– Share category.
– Number of shares.
– Value of each share.
– The minimum share capital is KES 100,000.
– A company secretary must be appointed if the share capital exceeds KES 5 million.

Step 9: Download, Sign, and Upload Registration Documents
– Download the registration documents.
– Review and confirm all details.
– Sign the documents and upload scanned copies.
– Make the necessary payment.

Step 10: Approval and Issuance of Certificate
Once all information is submitted, the Registrar of Companies will review and approve the application within seven days or less. Upon approval, you can download your Certificate for Company Registration in Kenya and Form CR12, which lists the shareholders and directors.

For foreigners registering a company in Kenya, a local director or a local secretary must be appointed for ease of incorporation and compliance

Contact us today to speak to an expert on private limited Company Registration in Kenya

Step 11: Post-Registration Requirements for Companies in Kenya

 After successfully registering a company in Kenya, there are several key steps and compliance measures that must be followed to ensure smooth business operations:

i. Company Tax Registration – Mandatory for all businesses in Kenya. A tax registration certificate is required for tax payments, opening a business bank account, and obtaining additional licenses.
N/B: Company Tax Obligations in Kenya include:
– Corporate Tax: 30% on net profits
– VAT: 16% for turnover above KSh 5M
– PAYE: Deducted from salaries
– Tax Returns: Filed monthly & annually via iTax

ii. Open a Corporate Bank Account– Choose from Kenya’s 39+ commercial banks to set up a business account for transactions. To open a corporate bank account, you will need:
– Certificate of Incorporation
– KRA PIN
– CR12 (List of Directors & Shareholders)
– Form CR1, Form CR2, Form CR8, Statement of nominal capital and Form BOF1
– Provide ID and KRA PIN for local directors, and passport for foreign directors.
– Board resolution authorizing the opening of the account, signed by the directors

Different banks may have their own additional requirements, so it’s best to confirm with your chosen bank in advance.

iii. SHA Registration – Register with the Social Health Authority (SHA) to comply with mandatory employee health insurance requirements.
iv. NSSF Registration – Enroll employees in the National Social Security Fund (NSSF) for retirement savings. You may also opt for a private retirement scheme.
v. Business Premises License – If your company has a physical location, obtain this license from the county government which takes between 5 to 10 working days. The cost varies based on factors like space size, number of employees, and location.
vi. Apply for Industry-Specific Licenses – While general businesses can operate with the above steps, regulated sectors like banking, insurance, and telecommunications require additional government licenses.

Registered Companies in Kenya

Understanding the different business structures available is crucial if you’re looking to register a company in Kenya.

1. Sole Proprietorship:
A business owned by one person is ideal for small businesses, as the owner has full control and responsibility.

2. Partnership:
A business owned by two or more people who share profits and losses.

3. Private Limited Company (Ltd):
This is a typical business type with limited liability for shareholders, meaning personal assets are protected. Shares are not publicly traded.

4. Public Limited Company (PLC):
A business that can trade shares on the stock exchange. Larger companies typically use it to raise capital.

5. Foreign Company Registration:
International businesses can set up a branch or subsidiary in Kenya.

NOTE: You can register a private company in Kenya as either limited by shares (for profit-making businesses) or limited by guarantee (for non-profits such as charities). Companies limited by guarantee take longer to set up due to vetting and are meant for public benefit. A company may also be registered as a local resident company (incorporated in Kenya) or as a branch of a foreign company. The choice between the two is often guided by tax considerations, since branches are generally taxed at a higher corporate rate than local resident companies.

Registrar of Companies in Kenya

The Kenya Registrar of Companies is a government entity responsible for overseeing the registration of a company in Kenya, regulation, and the administration of businesses within the country. Its key functions include registering various business entities such as Private and Public Limited Companies, Business Names, and Limited Liability Partnerships. Additionally, it maintains registration records, issues certificates of incorporation, and ensures compliance with applicable laws.

Requirements to Register a Company in Kenya | Requirements for Company Registration in Kenya

The requirements for registering a limited company in Kenya include the following;

– At least 3 Company Names

– Business Objectives

– National ID Card Copy / Travel Passport copy of all the Directors, Shareholders, and Beneficial Owners.

– Passport-size photos of all the Directors, Shareholders, and Beneficial Owners.

– Physical Addresses, phone numbers, email addresses, and occupations of all Directors, Shareholders, and Beneficial Owners.

Cost of Registering a Company in Kenya | Cost of Company Registration in Kenya

Company registration in Kenya cost varies based on factors such as business type and share capital. Government fees range from KES 10,750 (about USD 100) to KES 25,000 (about USD 195).

Company Registration in Kenya for Foreigners | Can a Foreigner Register a Company in Kenya

Foreigners can register a company in Kenya, and most industries have no ownership restrictions. A Kenyan company can have shareholders who are:
– Local individuals
– Foreign individuals
– Local companies
– Foreign companies

Any of these shareholders can complete the registration process and own 100% of the company. However, some industries, such as Banking, Insurance, and Telecommunications, may require foreign investors to allocate a portion of shares to a local shareholder after registration.
Once registered, the company can hire both local and foreign employees. Foreign employees must obtain a work permit to work legally in Kenya.

How Long Does It Take to Register a Company in Kenya?

The process of registering a company in Kenya usually takes 7 to 14 business days. The duration may vary depending on factors such as the accuracy of submitted documents and the current processing speed at the Registrar of Companies. The name reservation stage, which is the first step, generally takes around 3 working days to complete.[/vc_column_text][vc_row_inner rt_row_background_width=”fullwidth” rt_row_content_width=”default” rt_row_style=”global-style” rt_row_height=”” rt_column_gaps=”” id=”benefits” rt_row_borders=”” rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”cover” rt_bg_position=”right top” rt_bg_attachment=”scroll” rt_bg_layer=”” rt_bg_video_format=”self-hosted” rt_class=”rt-9532749″ rt_paddings=”,,,” rt_margins=”,,,” rt_content_margins=”,,,” rt_tablet_paddings=”,,,” rt_tablet_margins=”,,,” rt_tablet_content_margins=”,,,” rt_sp_paddings=”,,,” rt_sp_margins=”,,,” rt_sp_content_margins=”,,,”][vc_column_inner width=”2/3″ rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”auto auto” rt_bg_position=”right top” rt_bg_attachment=”scroll”][rt_heading style=”style-3″ size=”p” font_color_type=”” font=”” custom_font_size=”” link=”” link_open=”_self” rt_class=”rt-4432979″ letter_spacing=”6″]GET A FREE CONSULTATION ON COMPANY REGISTRATION [/rt_heading][/vc_column_inner][vc_column_inner width=”1/3″ rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”auto auto” rt_bg_position=”right top” rt_bg_attachment=”scroll”][button button_text=”TALK TO AN EXPERT IN COMPANY REGISTRATION” button_style=”custom” button_arrow=”true” font=”heading-font” button_size=”small” button_icon=”” button_align=”center” button_link=”/talk-to-an-expert/” link_open=”_self” rt_class=”rt-9431690″ font_size=”1em” bg_color=”#fdb830″ text_color=”#ffffff” border_color=”#fdb830″][/vc_column_inner][/vc_row_inner][/vc_column][vc_column rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”auto auto” rt_bg_position=”right top” rt_bg_attachment=”scroll”][/vc_column][/vc_row][vc_row rt_row_background_width=”fullwidth” rt_row_content_width=”default” rt_row_style=”default-style” rt_row_height=”” rt_column_gaps=”” rt_row_shadows=”” id=”foreigner” rt_row_borders=”” rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”cover” rt_bg_position=”right top” rt_bg_attachment=”scroll” rt_bg_layer=”” rt_bg_video_format=”self-hosted” rt_class=”rt-1377434″ rt_paddings=”,,,” rt_margins=”,,,” rt_content_margins=”,,,” rt_tablet_paddings=”,,,” rt_tablet_margins=”,,,” rt_tablet_content_margins=”,,,” rt_sp_paddings=”,,,” rt_sp_margins=”,,,” rt_sp_content_margins=”,,,”][vc_column rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”auto auto” rt_bg_position=”right top” rt_bg_attachment=”scroll”][vc_column_text css=””]Key Benefits of Private Company Registration in Kenya

Registering a business in Kenya is a crucial step that unlocks various growth opportunities and legal benefits.

1. Legal Recognition – A registered company is legally recognized, allowing you to operate and enter into contracts confidently.
2. Limited Liability – Protects personal assets by separating them from business liabilities.
3. Access to Funding – It is easier to secure loans, attract investors, and apply for grants.
4. Business Credibility – Builds trust with clients, suppliers, and partners.
5. Eligibility for Government Tenders – Registered businesses can bid for government contracts.[/vc_column_text][/vc_column][/vc_row][vc_row rt_row_background_width=”fullwidth” rt_row_content_width=”default” rt_row_style=”default-style” rt_row_height=”” rt_column_gaps=”” rt_row_shadows=”” rt_row_borders=”” rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”cover” rt_bg_position=”right top” rt_bg_attachment=”scroll” rt_bg_layer=”” rt_bg_video_format=”self-hosted”][vc_column width=”2/3″ rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”auto auto” rt_bg_position=”right top” rt_bg_attachment=”scroll”][vc_column_text][rt_heading style=”style-3″ size=”span” font_color_type=”” font=”” custom_font_size=”” link=”” link_open=”_self” rt_class=”rt-7248973″ letter_spacing=”6″]WONDERING WHERE TO START ON COMPANY REGISTRATION IN KENYA[/rt_heading][/vc_column_text][/vc_column][vc_column width=”1/3″ rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”auto auto” rt_bg_position=”right top” rt_bg_attachment=”scroll”][vc_column_text][button button_text=”TALK TO AN EXPERT” button_style=”custom” button_arrow=”true” font=”heading-font” button_size=”small” button_icon=”” button_align=”center” button_link=”/talk-to-an-expert/” link_open=”_self” rt_class=”rt-8650563″ font_size=”1em” bg_color=”#fdb830″ text_color=”#ffffff” border_color=”#fdb830″][/vc_column_text][/vc_column][/vc_row][vc_row rt_row_background_width=”fullwidth” rt_row_content_width=”default” rt_row_style=”default-style” rt_row_height=”” rt_column_gaps=”” rt_row_shadows=”” rt_row_borders=”” rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”cover” rt_bg_position=”right top” rt_bg_attachment=”scroll” rt_bg_layer=”” rt_bg_video_format=”self-hosted”][vc_column rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”auto auto” rt_bg_position=”right top” rt_bg_attachment=”scroll”][vc_column_text css=””]Company Registration in Kenya Summary Table

[/vc_column_text][/vc_column][/vc_row][vc_row rt_row_background_width=”fullwidth” rt_row_content_width=”default” rt_row_style=”default-style” rt_row_height=”” rt_column_gaps=”” rt_row_shadows=”” rt_row_borders=”” rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”cover” rt_bg_position=”right top” rt_bg_attachment=”scroll” rt_bg_layer=”” rt_bg_video_format=”self-hosted”][vc_column width=”2/3″ rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”auto auto” rt_bg_position=”right top” rt_bg_attachment=”scroll”][vc_column_text][rt_heading style=”style-3″ size=”span” font_color_type=”” font=”” custom_font_size=”” link=”” link_open=”_self” rt_class=”rt-7339928″ letter_spacing=”6″]READY TO START THE PROCESS OF COMPANY REGISTRATION?[/rt_heading][/vc_column_text][/vc_column][vc_column width=”1/3″ rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”auto auto” rt_bg_position=”right top” rt_bg_attachment=”scroll”][vc_column_text][button button_text=”TALK TO AN EXPERT ON COMPANY REGISTRATION” button_style=”custom” button_arrow=”true” font=”heading-font” button_size=”small” button_icon=”” button_align=”center” button_link=”/talk-to-an-expert/” link_open=”_self” rt_class=”rt-8650563″ font_size=”1em” bg_color=”#fdb830″ text_color=”#ffffff” border_color=”#fdb830″][/vc_column_text][/vc_column][/vc_row][vc_column rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”auto auto” rt_bg_position=”right top” rt_bg_attachment=”scroll”][/vc_column][rt_heading style=”” align=”center” mobile_align=”center” size=”p” font_color_type=”custom” font=”body-font” custom_font_size=”custom” link=”” link_open=”_self” rt_class=”rt-4088299″ punchline=”” font_color=”#fdb830″ font_size=”20px” letter_spacing=”2″]Company registration services in Kenya FAQS[/rt_heading][rt_accordion first_one_open=”true”][rt_accordion_content title=”What documents are required to register a company in Kenya?”]The essential documents include:

• Memorandum and Articles of Association: Outline the company’s structure and activities. The Company Secretary or an Advocate can prepare them.
• Form CR1: This is the application form for company registration.
• Form CR2: This is a model memorandum, if applicable.
• Form CR8: This form notifies the registered office address.

[/rt_accordion_content][rt_accordion_content title=”2. How long does it take to complete a company setup in Kenya?”]The entire company setup process, including business registration, tax registration, and bank account opening, typically takes up to 21 working days.[/rt_accordion_content][rt_accordion_content title=”How many directors should a company have in Kenya?”]A private company in Kenya requires at least one individual director, while a public company must have at least two directors, which can include one natural person and one corporate entity.[/rt_accordion_content][rt_accordion_content title=”What is CR 12 in Kenya?”]A CR12 is an official document from the Registrar of Companies in Kenya that verifies a company’s registered directors, shareholders, and existence in the company registry.[/rt_accordion_content][rt_accordion_content title=”What is the difference between CR12 and CR13 in Kenya?”]A CR12 confirms a company’s registered directors and shareholders, while a CR13 serves as a notice of the resignation or removal of a company secretary.[/rt_accordion_content][rt_accordion_content title=”What is the difference between business and company registration in Kenya?”]Business registration covers any profit-making enterprise, while company registration creates a separate legal entity with limited liability and formal legal obligations[/rt_accordion_content][rt_accordion_content title=”How much does it cost to change a company name in Kenya?”]To change a company name in Kenya, you must complete and sign CR15 and CR19 forms, pay a fee of Ksh 4,050, and submit the application for review.[/rt_accordion_content][rt_accordion_content title=”How long does it take to change company name in Kenya?”]The process of changing a company name in Kenya usually takes about 10 days, from name search approval to receiving the Certificate of Change of Name.[/rt_accordion_content][rt_accordion_content title=”What documents are required for change of company name in Kenya?”]To change your company name in Kenya, you will need the following documents:
1. The original Certificate of Incorporation
2. A board resolution that approves the name change
3. A completed Name Change Application Form (CR15)
4. Proof of payment for the required fees through the eCitizen portal[/rt_accordion_content][rt_accordion_content title=”What is the minimum share capital for a company in Kenya?”]There is no minimum share capital requirement for registering a company in Kenya for most industries. However some regulated industries like banking, insurance etc have a minimum share capital[/rt_accordion_content][rt_accordion_content title=”How do I remove a shareholder from a company in Kenya?”]To remove a shareholder from a company in Kenya, you can facilitate a voluntary transfer of shares, initiate a shareholder buyout (if allowed by the Articles of Association), or, in some instances, proceed with a forced sale or liquidation based on shareholder agreements.[/rt_accordion_content][rt_accordion_content title=”Can a company have only one director in Kenya?”]Yes, a company in Kenya can have only one director. According to Section 128 of the Companies Act, a private company is required to have at least one director. However, a public company must have a minimum of two directors.[/rt_accordion_content][rt_accordion_content title=”Will I Need to be physically present in order to complete the Business Registration in Kenya process?”]No, you do not need to be physically present to complete the business registration process in Kenya. The company setup can be done remotely, including opening a bank account through partner banks. Foreigners can manage their companies from abroad, but if they want to relocate to Kenya, they must obtain a work permit.[/rt_accordion_content][rt_accordion_content title=”Will my company need to obtain any licenses before commencing operations?”]Most industries in Kenya do not require a license to begin operations, but specific sectors, such as financial services, travel agencies, courier companies, betting, and mining, do. Additionally, if you set up a physical office, warehouse, or outlet, you must apply for a business permit from the county government.[/rt_accordion_content][rt_accordion_content title=”Can you register an LLC in Kenya?”]Yes, a foreigner can register a company in Kenya without any limitation. They can register an LLC or any other form of business of their choice.[/rt_accordion_content][rt_accordion_content title=”How do I start my own business in Kenya?”]To start a business in Kenya, you need to decide on the type of business structure (sole proprietorship, partnership, or corporation), determine the type of business you want to operate, and choose a location.[/rt_accordion_content][rt_accordion_content title=”How can I register a company in Kenya within the shortest time possible?”]If you need to register a company as soon as possible, consider registering with a professional service provider. We offer fast and easy services at very affordable prices[/rt_accordion_content][rt_accordion_content title=”How to deregister a company in Kenya online?”]The directors must confirm that the business is no longer active and meets the eligibility requirements for deregistration. The application is submitted online through the Business Registration Service portal on the eCitizen platform. A special resolution passed by the shareholders must be attached to support the application.[/rt_accordion_content][/rt_accordion][vc_row rt_row_background_width=”fullwidth” rt_row_content_width=”default” rt_row_style=”default-style” rt_row_height=”” rt_column_gaps=”” rt_row_shadows=”” rt_row_borders=”” rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”cover” rt_bg_position=”right top” rt_bg_attachment=”scroll” rt_bg_layer=”” rt_bg_video_format=”self-hosted”][vc_column rt_bg_effect=”classic” rt_bg_image_repeat=”repeat” rt_bg_size=”auto auto” rt_bg_position=”right top” rt_bg_attachment=”scroll”][vc_column_text css=””]Conclusion

Company registration in Kenya is straightforward when done correctly. Understanding legal requirements, costs, and compliance ensures business success.
Let East Africa Business Consultants handle the complexities so you can focus on growing your business.[/vc_column_text][/vc_column][/vc_row]