Company Registration or Incorporation in Kenya

The Main Requirements for Company Registration or Incorporation in Kenya

Starting a business in Kenya can be an exciting venture, but before you begin operations, it’s crucial to go through the process of registering or incorporating your company. The Kenyan government provides a streamlined process for company registration, making it relatively easy to start a business. This article outlines the main requirements for company registration in Kenya and provides a step-by-step guide on how to legally establish your company.

1. Choose the Type of Company

Before beginning the registration process, you need to determine the type of company you wish to establish. In Kenya, the most common types of companies are:

• Private Limited Company: The most common type of company in Kenya. It limits the number of shareholders to a maximum of 50 and restricts the transfer of shares.
• Public Limited Company: A company that can offer shares to the public. These are generally larger companies and have more regulatory requirements.
• Non-Governmental Organizations (NGOs): For entities intending to engage in charitable or non-profit activities.
• Partnerships and Sole Proprietorships: For smaller businesses with limited liability and fewer regulatory demands.

The majority of small and medium-sized enterprises (SMEs) in Kenya are registered as private limited companies, as this structure offers limited liability protection to its shareholders.

2. Company Name Reservation

The next step in the registration process is to choose a unique name for your company. The name must not be similar to an existing company name or a trademark that is already in use. To reserve your company name, you must:

• Search for the Name: Conduct a name search through the Business Registration Service (BRS) platform to ensure that the name is not already taken or too similar to another business name.
• Name Reservation Application: If the name is available, you can apply for a name reservation with the Registrar of Companies. This step costs a small fee, and the reservation is typically valid for 30 days, giving you time to complete the registration.

It is advisable to have alternative names in case your preferred name is unavailable.

3. Prepare the Company’s Constitution (Memorandum and Articles of Association)

Every company in Kenya is required to have a constitution, also known as the Memorandum and Articles of Association (MAA). This document outlines the company’s objectives, rules, and regulations, and governs the internal management of the company. The key elements of this constitution include:

• Company Name and Registered Office: The official name and physical location of the company.
• Business Objectives: A clear description of the business activities the company intends to engage in.
• Shareholders and Share Capital: The number of shares the company will issue, along with the shareholding structure.
• Directors and Powers: The structure of the board of directors, their powers, and their responsibilities.

The MAA is essential because it sets out the framework for how the company will operate and guides the relationship between shareholders, directors, and other stakeholders.

4. Appointment of Directors and Shareholders

A company in Kenya must have at least two directors and one shareholder. The directors are responsible for the management of the company, while shareholders own the company through their shareholding. The key requirements for directors and shareholders include:

• Directors: At least two individuals (who may also be shareholders) must be appointed as directors. Directors must be at least 18 years old, and they must provide their identification documents (ID or passport) and personal details. They also need to consent to their appointment.
• Shareholders: A private limited company must have at least one shareholder, and there is no upper limit on the number of shareholders. Shareholders can be individuals or corporate entities.

Both directors and shareholders must provide their personal identification information, including a copy of their national ID or passport, and proof of residential address.

5. Registered Office Address

Every company in Kenya is required to have a registered office address within the country. This is the official address where legal documents and notices can be sent to the company. It is essential to provide a valid physical address for this purpose, as it will be used for official correspondence with the Registrar of Companies and other government agencies.

A post office box address is not sufficient; the company must have a physical address that can be verified by the authorities.

6. Company Registration Forms

Once the company name has been reserved, and the necessary documents prepared, you must complete the following forms for submission:

• Form CR1 (Company Registration Application): This form provides essential details about the company, such as its name, business activities, registered office, and details of directors and shareholders.
• Form CR2 (Particulars of the Company’s Directors and Secretaries): This form provides detailed information about the directors and company secretaries (if any).
• Form CR8 (Notice of the Company’s Registered Office): This form gives the physical address of the company’s registered office.

All forms must be signed by the company directors.

7. Payment of Registration Fees

Once the required documents are complete, the next step is to pay the registration fees. The payment amount depends on the type of company being registered and the share capital. The fees for company registration are generally affordable and can be paid via mobile money, bank transfer, or directly at the registration office.

The government fee for incorporating a company is typically based on the company’s share capital, and it includes:

• A name reservation fee.
• The registration fee for the company itself.
• Stamp duty on the share capital.

8. Submission of Documents

After completing the registration forms and making the necessary payments, the documents should be submitted to the Business Registration Service (BRS), which is part of the Registrar of Companies under the Attorney General’s Office. This can now be done online through the BRS e-filing system, which simplifies the process and reduces delays.

9. Obtain a Certificate of Incorporation

Once the company’s application is processed and approved, the Registrar of Companies will issue a Certificate of Incorporation. This certificate confirms that your company has been legally registered and is now an official business entity in Kenya. It is a crucial document, as it is used for opening a company bank account, obtaining business licenses, and entering into contracts.

10. Post-Incorporation Requirements

After incorporation, companies must complete a few additional steps to ensure they comply with Kenyan law:

• Obtain a Taxpayer Identification Number (PIN): All companies must register with the Kenya Revenue Authority (KRA) to obtain a Taxpayer Identification Number (PIN) for tax purposes.
• Register for VAT (if applicable): If the company’s turnover exceeds KES 5 million annually, it must register for Value Added Tax (VAT) with KRA.
• Register for other licenses: Depending on the type of business, you may need additional licenses from the relevant government agencies or local authorities.

Conclusion

Registering a company in Kenya is a straightforward process, but it requires careful attention to detail and compliance with all legal requirements. By following the outlined steps—choosing the company type, reserving the name, drafting the constitution, and completing the registration forms—you can establish a legal entity that complies with Kenyan business law. It is advisable to seek professional legal or business advice to ensure that all requirements are met and to streamline the registration process.