Company Registration In Kenya

Company registration in Kenya is completed online through the eCitizen portal and is regulated by the Companies Act, 2015. The process applies to both local and foreign-owned companies and typically takes between 3 and 7 business days.

How to Register a Company in Kenya Online  

Here is a step-by-step process of registering a company in Kenya:

1. Choose the Right Type of Business Entity  

Before starting the registration process, determine the type of entity that best suits your business objectives.

The most common options include:

• Private Limited Company – Suitable for most startups, SMEs, and foreign investors. It provides limited liability and can be wholly foreign-owned where the law permits.

• Public Limited Company – Generally suitable for larger businesses intending to raise capital from the public.

• Company Limited by Guarantee – Commonly used for non-profit organisations and entities that do not operate with share capital.

• Unlimited Company – A company where members may have unlimited liability.

• Foreign Company/Branch – Suitable for an overseas company that wants to establish a business presence in Kenya without incorporating a separate Kenyan subsidiary.

• Limited Liability Partnership (LLP) – Suitable for professionals and businesses that want the flexibility of a partnership while protecting partners from personal liability for business debts.

• Business Name – Suitable for sole proprietors and partnerships, although the owners do not enjoy the same limited liability protection offered by a limited company.

For most foreign investors and entrepreneurs seeking to establish a long-term business in Kenya, a Private Limited Company is often the preferred structure.

2. Conduct a Company Name Search  

The next step in company registration in Kenya is to select a suitable name for your business.

The proposed name should be unique and should not be identical or confusingly similar to an existing registered company or a restricted name.

Under the current BRS application process, you provide a minimum of 3 and a maximum of 5 preferred company names, listed in order of priority. The Registrar will then review the proposed names and approve the first available name within 1 to 2 working days.

Important tip  

Do not choose your company name without first checking whether it is available. It is advisable to prepare several alternatives because your preferred name may already be registered or may not meet the applicable naming requirements.

The name reservation and incorporation process has also become more integrated into the online registration process, making it easier to complete the application through the BRS platform.

3. Prepare the Required Company Registration Documents  

Once you have selected your proposed company name, you need to prepare the information and documents required for incorporation.

Depending on the type of company and ownership structure, these may include:

• Proposed company name

• Company objectives or principal business activities

• Registered office address in Kenya

• Details of directors

• Details of shareholders

• Shareholding structure

• Beneficial ownership information

• Memorandum and Articles of Association, where applicable

• CR1 – Application for registration

• CR2 – Memorandum of association or applicable model memorandum

• CR8 – Notice of residential address of directors

• Statement of Nominal Capital

• Identification documents for directors and shareholders

• KRA PIN details where applicable

The exact documents required may vary depending on whether you are registering a local company, a foreign-owned company, or a branch of a foreign company.

4. Register the Directors and Shareholders  

A company must provide information about its directors and shareholders as part of the incorporation application.

The information may include:

• Full legal names

• Nationality

• Identification or passport details

• Residential and postal addresses

• Email addresses

• Telephone contacts

• KRA PIN details, where applicable

• Shareholding information

The company’s ownership structure should be clearly established at this stage.

For foreign investors, additional documentation may be required, including passport copies and other supporting documents. Foreign applicants should ensure that documents are properly certified or notarised where required to avoid delays or rejection.

5. Declare the Company’s Beneficial Owners  

Beneficial ownership is an important part of modern company registration and compliance.

The company is required to provide information identifying the individuals who ultimately own or control the company. This helps promote transparency and enables the authorities to establish who is behind a registered business.

When registering a company, ensure that the beneficial ownership information is accurate and consistent with the company’s actual ownership structure.

Failure to maintain accurate beneficial ownership information can create compliance issues after incorporation.

6. Prepare or Adopt the Company’s Articles of Association  

The company must establish the rules governing its internal management and operations.

Depending on the company’s circumstances, it may adopt the applicable Model Articles of Association or use its own Articles of Association.

The Articles generally cover matters such as:

• The rights of shareholders

• Transfer of shares

• Appointment and powers of directors

• Conduct of company meetings

• Decision-making procedures

• Share capital matters

For companies with complex ownership arrangements, it is advisable to obtain professional legal advice when preparing the company’s constitutional documents.

7. Submit the Application Through eCitizen/BRS  

After preparing the required information and documentation, the application is submitted online through the eCitizen platform and the Business Registration Service (BRS).

The applicant will typically need to:

1. Create or access an eCitizen account.

2. Access the relevant company registration service.

3. Provide the proposed company details.

4. Submit director and shareholder information.

5. Provide beneficial ownership details.

6. Upload the required documents.

7. Review the application carefully.

8. Pay the applicable government fees.

9. Submit the application for review.

Before submitting, carefully check all information for errors. Mistakes in names, identification numbers, addresses, shareholding details, or company activities can lead to delays or requests for corrections.

8. Pay the Company Registration Fees  

The government fees associated with company registration in Kenya range from KES 10,650 to KES 25,000

The total cost depends on factors such as:

• The type of entity being registered

• Share capital

• Government filing fees

• Professional or legal fees, if an agent is used

• Additional permits or licenses

• Other post-registration requirements

 

Contact East Africa Business Consultants today to get the actual fees.

9. Wait for the Registrar’s Review

Once the application has been submitted and the required fee paid, the Registrar reviews the application.

If all the information and documents are in order, the application can proceed to approval.

However, delays may occur where:

• The proposed company name is rejected.

• Information is incomplete.

• Documents are incorrectly uploaded.

• Director or shareholder information is inconsistent.

• Required signatures are missing.

• Supporting documents are not provided.

• The Registrar requests clarification or additional information.

Checking your application carefully before submission can therefore help reduce unnecessary delays.

Step 10: Receive Your Certificate of Incorporation  

Once the Registrar approves the application, the company is officially incorporated and a Certificate of Incorporation is issued.

The Certificate of Incorporation confirms that the company has been legally registered in Kenya.

It contains important details such as:

• The company’s registered name

• Company registration number

• Date of incorporation

You should keep the certificate safely because it is commonly required when dealing with banks, government agencies, suppliers, investors, and other institutions.

Can a Foreigner Register a Company in Kenya?  

Yes. Foreign investors can establish a business presence in Kenya through structures such as a Kenyan subsidiary or a registered foreign company or branch, subject to applicable laws and sector-specific restrictions.

A foreign investor establishing a Kenyan subsidiary may need to provide:

• Passport copies

• Director information

• Shareholder information

• Beneficial ownership details

• Company registration information

• Other supporting documents required by the Registrar

A foreign company establishing a branch in Kenya may instead need documents relating to the parent company, including:

• Certificate of incorporation or equivalent document

• Constitutional documents of the parent company

• Details of directors and company secretary

• Registered office details in the country of incorporation

• Details of the company’s Kenyan place of business

• Details of the person or agent authorised to receive legal documents

Foreign investors should also consider immigration and work permit requirements separately if they intend to live and work in Kenya.

How Much Does It Cost to Register a Company in Kenya?  

The official government cost of registering a Private Limited Company is currently KSh 10,650.

However, the overall cost may include additional expenses depending on your circumstances.

Cost Item	Estimated Amount
Private Limited Company registration	KSh 10,650
Branch of a Foreign Company	KSh 7,550
Unlimited Company	KSh 20,050
Company Limited by Guarantee	KSh 10,000
Limited Liability Partnership	KSh 25,000
Business Name registration	KSh 950
Official Search (CR12), where required	KSh 650
Professional/legal assistance	Varies
Registered office services	Varies
County business permit	Varies
Sector-specific licenses	Varies

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

The process of registering a company in Kenya usually takes 3 to 7 business days provided that the application is complete and there are no issues requiring correction.

However, the actual processing time may vary depending on:

• Availability of the proposed company name

• Completeness of the application

• Accuracy of the submitted information

• Verification of directors and shareholders

• Requests for additional documents

• Technical or administrative delays

For this reason, it is best to prepare all documents correctly before submitting the application rather than relying on a fixed processing period.

Post Registration Requirements for Company Registration in Kenya

a. Register the Company for Tax  

Company incorporation is not the end of the registration process.

After incorporation, the company needs to assess and complete its applicable tax registrations with the Kenya Revenue Authority (KRA).

Depending on the company’s activities and circumstances, this may include:

• KRA PIN

• VAT registration

• PAYE registration

• Other applicable tax obligations

For VAT, the information provided in the competitor articles identifies KSh 5 million in annual taxable turnover as the threshold. However, businesses should confirm the current KRA requirements applicable to their specific activities before relying on this figure.

b.  Register for Employee Statutory Obligations  

If your company will employ workers, you may need to complete additional registrations and comply with employer obligations.

These may include:

• NSSF

• SHIF

• PAYE

• Other applicable employment and statutory requirements

Employers should ensure that payroll taxes and employee contributions are properly calculated, filed, and remitted within the required deadlines.

c. Open a Corporate Bank Account  

Once the company has been incorporated, you can open a corporate bank account.

Banks commonly request documents such as:

• Certificate of Incorporation

• Company KRA PIN

• Memorandum and Articles of Association or applicable constitutional documents

• Directors’ identification documents

• Shareholder information

• Board resolution or account-opening resolution

• Beneficial ownership information

Requirements vary from one bank to another.

For foreign-owned companies, banks may conduct additional due diligence and request information about the company’s ownership, business activities, source of funds, and directors.

d.  Obtain Business Permits and Sector-Specific Licenses  

Registering a company does not automatically give you permission to conduct every type of business in Kenya.

Depending on your industry and location, you may need additional licenses and permits.

These may include:

• County Single Business Permit

• Trade licenses

• Environmental approvals

• Import and export licenses

• Professional licenses

• Industry-specific regulatory approvals

For example, businesses operating in construction, aviation, financial services, healthcare, manufacturing, or other regulated industries may require additional approvals from the relevant authorities.

Before starting operations, identify all licenses that apply to your specific business activity.

e. Meet Your Ongoing Compliance Requirements  

After completing the procedure for company registration in Kenya, you must continue meeting your statutory and regulatory obligations.

These may include:

• Filing annual returns

• Maintaining accurate company records

• Updating beneficial ownership information

• Filing tax returns

• Paying applicable taxes

• Maintaining accounting records

• Meeting payroll obligations

• Renewing business permits

• Maintaining proper corporate governance records

Failure to meet ongoing obligations can result in penalties and other regulatory consequences.