Capita Registrars Kenya LTD | Certified Public Secretaries

A limited company is a type of company which when set up allows an entrepreneur to keep their own assets and finances separate from the business itself.

This means that people who have invested in the business (the shareholders) are only responsible for the company’s debts up-to-the amount that they have invested and no more.

It is therefore a good way for a business to get investment without risk to personal wealth. Companies may be limited by shares or guarantees.

We will need these details when registering your company:

Propose 3 names for name search and reservation, in order of preference
Objectives of the company – business activities the company will undertake
Shareholders’ details – full names, occupation, addresses, proof of Identity documents, etc
Directors’ details – full names, occupation, addresses, proof of Identity documents, photos, etc
Number of shares to be held by each Shareholder
Statement of Nominal Capital
The physical address of the company
Correctly completed Company registration form
Memorandum of association
Articles of association
Notification of each Director’s residential address

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To be able to register a public limited liability company in Kenya, you first must open an E-Citizen account as registration can only be done by a director, lawyer, or Company Secretary:

Name search: The applicant shall be required to search the desired name at the Registrar of Companies which must have the word Public Liability Company or PLC. The Registrar will issue the applicant with a letter confirming that the name is available for registration.
Preparation of the Memorandum and Articles of Association: The applicant will be required to engage a professional lawyer/company secretary to draft the Memorandum of Articles which will set out the objects of the company and the internal constitution of the company. The company can also adopt the Articles of Association prescribed under the Companies Act.

Documents required for incorporation of a public company in Kenya:

CR 1- Statement of Company Registration
CR 2- Memorandum of Association
CR 8- Notice of registered office
CR 10- Appointment of Company Secretary
CR 12- Statement of Nominal Capital

Requirements for Shareholders/Directors:

Copy of ID/ Passport
Digital passport photos
Copy of PIN certificate

We will need these details when registering your company:

Propose 3 names for name search and reservation, in order of preference
Objectives of the company – business activities the company will undertake
Shareholders’ details – full names, occupation, addresses, proof of Identity documents, etc
Directors’ details – full names, occupation, addresses, proof of Identity documents, photos, etc
Number of shares to be held by each Shareholder
Statement of Nominal Capital
The physical address of the company
Correctly completed Company registration form
Memorandum of association
Articles of association
Notification of each Director’s residential address

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A Limited Liability Partnership is a unique form of business association that combines elements of a company with those of a partnership.

It enjoys certain benefits enjoyed by limited liability companies such as limited liability for the partners, ability to hold properties in their name amongst others they are much simpler to register than companies that require amongst others memorandum and articles of association.

Registering a Limited liability Partnership in Kenya is a simple procedure:

Propose business names for search and approval
Nature of business; for professional services, a practicing certificate by the relevant body for the current year will be attached
Proposed Physical address of the business. The address includes road, plot number, town, and county
Full names of the partners/ company in case of a body corporate
Place and date of incorporation in case of a body corporate
Nationality of the partners
Age of each partner based on their national IDs
Gender of each of the partners
Usual place of residence of each of the partners
Copy of ID / Passport for Partners
2 passport photos of Partners
Copy of PIN certificate for the Partners
Full names of the manager
ID/Passport number of the Manager
Postal address, Nationality of the manager
Consent to act as the manager signed by the manager

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According to World Intellectual Property Organization (WIPO), Intellectual Property refers to creations of the mind: inventions; literary and artistic works; and symbols, names, and images used in commerce. It can be divided into two categories:

Industrial Property includes patents for inventions, industrial designs, trademarks, and geographical indications.
The copyright covers literary works (e.g. novels, poems, etc.), movies, music, and/or any other artistic works.

As an investor, owner, or author of such intellectual property, you have rights and can prevent any person or entity from using your intellectual property without your permission along with giving due credit and even monetary compensation. One major advantage of having intellectual property getting registered is that your organization enjoys a better position among competitors.

Trademarks

A trademark is a mark or sign that distinguishes the goods of one entity from another.

The trademark may consist of one or more distinctive words, letters, numbers, drawings, pictures, signatures, colors, or a combination of all these. ServiceMark is a sign which serves to distinguish the services of one entity from another. It may consist of the same characteristics as those of a Trademark.

Any individual, company, partnership, or society can register a Trademark as long as they meet the necessary requirements. Registration of your Trademark gives you an exclusive right to that mark, it is evidence that the mark is yours and it affords you legal rights against others who may want to infringe your right to that mark.

Examples of Trademarks include Jogoo which is owned by Unga Limited, Toyota owned by Toyota Company. These marks have been registered by the respective companies and as such, they have exclusive rights to those marks.

Copyrights

Registering a copyright for your work whether literary, musical, artistic affords you exclusive right to print, publish, perform, or record any literary, artistic musical and authorize others to do the same. In Kenya, the law governing copyright is the Copyright Act and it makes it an offense punishable by fine or imprisonment to infringe on another person’s copyright. To whom can copyright be conferred?

an individual who is a citizen of, or is domiciled or resident in, Kenya; or
a body corporate which is incorporated under or in accordance with the laws of Kenya

What can be registered?

Literary work which includes:
- novels, stories, and poetical works;
- plays, stage directions, film sceneries, and broadcasting scripts;
- textbooks, treatises, histories, biographies, essays, and articles;
- encyclopedias and dictionaries;
- letters, reports, and memoranda;
- lectures, addresses, and sermons, but does not include a written law or judicial decision;
Musical work
Artistic works include:
- paintings, drawings, etchings, lithographs, woodcuts, and prints;
- maps, plans, and diagrams;
- works of sculpture;
- photographs;
- works of architecture in the form of buildings or models
- works of artistic craftsmanship, pictorial woven tissues, and articles of applied handicraft and industrial art.

The Kenya Industrial Property Institute (KIPI) is the body mandated with the registration of Trademarks:

Preliminary search: A search has to be conducted before applying for registration to find out if the Trademark can be registered or not. Registration will be rejected if the mark/sign resembles another registered Trademark. The relevant form is Form TM 27.
Application for registration of Trademark: The next step will be to make an application for registration. This is done in form of Form TM 2 and TM 32. For foreign companies to register their Trademarks in Kenya they have to appoint an agent in Kenya and as such, they will in addition to Form TM 2 and TM 32 require Form TM 1 for the appointment of the agent.
Examination stage: At this stage, the Registrar examines your application to ensure the correct documents have been filed and also your mark does not resemble any registered Trademark. An examination report is then issued, the report will inform you whether your mark has been approved for registration or not. If it has been approved you will be required to pay the advertisement fee and registration fee.
Advertisement stage: If the Registrar approves the mark for registration he will instruct you to pay an advertisement fee. The mark will then be advertised in the Kenya Industrial Property Institute (KIPI) journal for 60 days to allow any person opposed to the registration of your mark to raise their objection. If no opposition is raised, it proceeds to registration. If an opposition is raised, however, a notice of opposition in the form of Form TM 6 is filed and opposition proceedings begin.
Registration: This is the final stage in the registration process, if no opposition is raised upon advertisement, the application will be registered and the Registrar will issue a certificate of registration of the Trademark.

Copyrights

The work must be of original authorship.
The work should also be intangible format, including digital format
Two copies (one if in digital format) of the work should be submitted with the application form
Application forms duly filled and commissioned by a Commissioner of Oaths

Procedure:

Submit the filled application form accompanied with the registration fee.
A certificate will be issued if the application is successful.

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The NGO Co-ordination Act defines a “Non-governmental Organization” as a private voluntary group of individuals or associations, not operating for profit or commercial purposes, but have organized themselves nationally or internationally:

for the benefit of the public at large
for the promotion of social welfare
for the promotion of development charity or research in the areas of health, relief, agriculture, etc.

Registered NGOs obtain legal status in order to enable them to interact at the official level, and among donors and other organizations.
Members are able to represent the organization, the NGO can open a bank account in the name of the organization, or sign contracts in the name of the organization.
A registered NGO can also qualify for financial assistance from government agencies and local, national, and international donors.

Steps when registering an NGO in Kenya:

Name search: An applicant must first seek approval of the proposed NGO’s name. 3 names are provided in order of priority. A name search is conducted with the NGO Board by filling out Form 2.
Application form: Once the name search process is completed, the applicant will lodge 3 original applications for registration.
These are the following documents lodged with the NGO Board:
- Cover letter requesting for registration addressed to the executive director of the NGO

Board
FORM 1: Contact details of the proposed NGO and its contact person

FORM 3:

Contact details of the 3 top officials of the proposed NGO: Their personal particulars and qualifications
The main objective as provided in the constitution
Nature of proposed organization
Who will your organization help
How does your organization operate
For organizations in operation, please indicate your income for the last financial year
Financial Year of the proposed organization
Other countries of operation (where applicable)
Current and planned countries of operation
List of additional board members
FORM 3 is accompanied by:
- 3 copies of the constitution of the proposed NGO, signed by the 3 top officials and 2 board
  members
- 2 copies should be signed by all the proposed board members on the execution page
- At least one top official to sign two copies of each page
- Two current color passport size photographs were taken on a white background of the 3 top officials and 2 other board members
- A copy of National ID for Kenyan officials and Passport number for foreigners for the 5 proposed officials and board members
- A copy of KRA Pin Certificates for the 5 proposed officials and board members
- A copy of the minutes of the NGO authorizing the filing of the application with a specific agenda and resolution to register THE ORGANIZATION AS AN NGO WITH THE NGOs CO-ORDINATION BOARD signed by all the top officials. Election of interim officials MUST form part of the agenda.
- The proposed one-year budget
- A copy of a valid police clearance certificate for Kenyans (equivalent notarized clearance certificates for foreigners from their country of origin *should not be more than 6 months old)
- A Memorandum of Understanding between the organization and the donors (if any). This applies to an NGO already registered locally or internationally registering a branch.
- A forwarding letter
- Contain original signatures of the officials and members
Form 1 and 3 are issued upon payments of KES 400 (all downloaded forms 1 and 3 shall only be accepted upon payment of KES 400).

FORM 4:

A notification of the situation of the registered office or postal address of the NGO, signed by the 3 top officials

Accompanying Documentation:
- Letter from the sponsor (5 copies): This is the person or body providing primary financial and material support towards the project
- Submit certified and notarized copies of the constitutions, deeds, and statutes of other branches at the country of origin it was registered
- Duly paid and approved copy of Form 2
- Information regarding;

– the line ministry in which the proposed NGO will be operating in

– work plan of how the foreign NGO intends to carry out its activities for the first year of operation

– source of funds -administrative chart showing organization structure

2. Processing fees

- Name search – KES 1,000.

Timeline – 1 day

3. Submission of Form 1 and 3 – KES 400

National application: Cover Letter, Form 1 and 3 – KES 16,000

Timeline – within 90 days from the date of the payment processing fee

All applications should either be typed or filled in block letters. Applicants are encouraged to use the prototype constitution available on the NGO Board website. Constitutions that do not follow the given format will not be accepted.

Foreign NGO

A foreign NGO, also known as an international non-governmental organization (INGO) is an NGO incorporated outside Kenya. A foreign NGO looking to set up its branch in Kenya must adhere to the following requirements.

Registration requirements: The foreign NGO will lodge its application with the NGOs Co-ordination Board.

PRELIMINARIES
The foreign NGO members should convene a meeting wherein they agree and resolve to register a branch in Kenya. In the same meeting, they should propose three NGO names. The resolutions of the meeting should be reduced in writing and members sign against their names.

The foreign NGO should also obtain a recommendation letter from the country of origin where the NGO operates from. The recommendation letter should be notarized by a notary public from where it is issued from.

The foreign NGO should also obtain a letter of authorization from their headquarters authorizing to operate another branch in Kenya.

This is a written statement from the board of the foreign NGO, stating the purposes of the NGO, and a general description of the activities it is planning to carry out in Kenya.

This letter should also be notarized by a notary public from where it was issued from.

A foreign branch should also produce a notarized copy of the relevant registration certificate.

The requirements are similar as for a local NGO except with these additional requirements:

The officials must be of outstanding and unquestionable character and conform with NGO laws in Kenya
1/3 of all board members must be Kenyan
1/3 of officials of the Kenya branch must be a Kenyan citizen
Should have an office in Kenya
Prove that it will demonstrate an act of public good and that it will benefit and improve the lives of Kenyans in the particular sector

Processing fees:

Name search – KES 1,000.

Timeline – 1 day

Submission of Form 1 and 3 – KES 400
International application: Cover Letter, Form 1 and 3 – KES 30,000

Timeline – within 90 days from the date of the payment processing fee.

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The not-for-profit organization is a broad term for all independent organizations whose purpose is something else other than to make a private profit for directors, members, or shareholders.
There are various types of not-for-profit organizations, these include but not limited to: NGOs, Companies Limited by Guarantee, Community-based Organizations, Societies, Trusts, and even the branch of a foreign organization.

A community-based organization (CBO) is a registered non-governmental, non-profit and non-political organization. Within community-based organizations (CBOs), there are many variations in terms of size and organizational structure.

Some community-based organizations (CBOs) with a written constitution and directors are formally registered and incorporated. Others are much smaller and informal, are registered by the Ministry of Labour and Social Protection.

Another type of not-for-profit business structure is the registration of a charitable trust or foundation. A trust is an entity created to hold and manage assets for the benefit of others.

Under the Trustees Act, trusts can be registered as body corporates and established only for religious, educational, literary, scientific, social, athletic, or charitable purposes.

Charitable purposes may also be affected by forming a trust by way of a trust deed. (The trustees of a pension fund or provident fund may also apply to be registered as a body corporate).

We will need these details when registering your company:

Propose 3 names for name search and reservation, in order of preference
Objectives of the company – business activities the company will undertake
Shareholders’ details – full names, occupation, addresses, proof of Identity documents, etc
Directors’ details – full names, occupation, addresses, proof of Identity documents, photos, etc
Number of shares to be held by each Shareholder
Statement of Nominal Capital
The physical address of the company
Correctly completed Company registration form
Memorandum of association
Articles of association
Notification of each Director’s residential address

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Societies in Kenya include charitable societies, private member clubs, churches, welfare societies, political parties, etc. They must be registered under the Societies Act for them to be functional.

A society is an association or partnership of ten or more people who have an office or headquarters, place, or business which must be located in Kenya.

The goal of a society is for religious purposes, cultural, political, patriotic, benevolent, or cultural reasons.

Societies are required to apply for registration after twenty-eight days from the day it’s formed. Society will not function if they don’t have authorization from the Registrar, this means if the society takes contribution or donation from its members then it will be considered unlawful.

Have an official name search and secure the proposed name of the society
Visit the offices of the Registrar of Societies in the Registrar General Division of the office of the Attorney General to make the application for registration. Here you will be given application forms to make the application. These forms include;
- Form A: Application for Registration of Society
- Form B: Notification of Registered Office or Postal Address of a Society
- Specimen constitution for a society: Specimen constitution for a society
Make sure you have the following documents for submission.
- A list of designated members (10 members minimum);
- The names, occupation, and postal addresses of the officials’ Chairman, treasurer, and secretary;
- Constitution of the society which must contain the name, postal address, and objects of the society;
- Application form A and B each in duplicate signed by three of the officers.
- Copies of the ID, PIN, and Passport photo of the officials.
After preparing the application documents visit the registrar of societies to pay the application fee of Ksh 2000.
Submit your application documents, society’s constitution, required documents, and application fee payment receipt to the office of the registrar of societies.
The processing of the application takes a maximum of 120 days to be ready. If the application is approved a certificate of registration of a society is then issued. If the application does not comply with society’s rules a Notice of refusal is issued.

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Sole proprietorships are registered under the Registration of Business Names Act. A sole proprietorship is formed by only one person. It is easy to set-up and links the owner of a business to their company.

Companies structured as sole proprietorships can include individual freelancers, creatives, growing startups, and established businesses with physical storefronts or workspaces.

The ability to operate as a sole proprietor, without formal registration or high costs, is especially beneficial if you’re building your startup as a side gig, outside your regular day job. The ease of establishment means you don’t have to be 100 percent committed or invested financially to begin operations.

Requirements for registration of a sole proprietorship:

Proposed business names for search and approval;
Nature of business; for professional services a practicing certificate by the relevant body for the current year will be attached;
Proposed Physical address of the business. Address includes road, plot number, town, and county;
Full names of the sole proprietor;
Nationality of the sole proprietor;
Age of sole proprietor based on national ID;
Gender of the sole proprietor;
Usual place of residence of the sole proprietor
Copy of ID / Passport for the Sole proprietor;
2 passport photos of the Sole proprietor;

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The Corporate Governance principles’ purpose is to facilitate effective, entrepreneurial, and prudent management that can deliver the long-term success of the company.

Roles and responsibilities of a Company Secretary in Kenya:

The Company Secretary acts as an advisor to the Management and the Board
The Company Secretary is the Governance Advisor to the Company
The Company Secretary organizes the General and Board Meetings
The Company Secretary ensures that all the necessary filings are done at the Registrar of Companies
The Company Secretary advises the Board on the Regulatory compliance
The Company Secretary is the contact person during Legal & Governance Audits

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A board charter is a policy document that clearly defines the respective roles, responsibilities, and authorities of the board of directors (both individually and collectively) and management in setting the direction, the management, and the control of the organization.

Benefits of Board Charters:

Assists the corporation’s leadership in delivering good governance;
Documents the policies that the board has decided upon to meet its legal and other responsibilities;
Serves as a reminder for the board of the legal framework within which it operates;
Is a point of reference for disputes;
Serves as an induction tool for new directors and senior managers;
Greatly assists in establishing effective operating procedures for a board;
Develops a shared understanding of the board’s role throughout the organization.

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If a company wishes to increase its Share Capital beyond its registered Nominal Capital, the Company will be required to file the following with the Registrar of Companies:-

Form 204
Notice of Increase in Nominal Capital
Statement of Increase in Nominal Share Capital
CR19 – Notice of Special Resolution
Minutes/Resolutions/Extracts passing the resolution to increase the share capital.

NB: There will be a requirement to pay stamp duty on the increase in the capital; Stamp Duty payable will be at a rate of 1% of the increase.

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Maintaining the following statutory registers:

Members;
Mortgage and charges;
Directors and secretary;
Directors’ interests in shares and debentures;
Interests in voting shares;
Debenture holders [if applicable].

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Convening and attendance at Board and General Meetings and processing of minutes thereon. This will include preparation of the notices and agenda of the meetings and circulation thereof to the relevant parties.

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The company secretary plays a leading role in good governance by helping the Board and its committees function effectively and in accordance with their terms of reference and best practice.

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If a company wishes to increase its Share Capital beyond its registered Nominal Capital, the Company will be required to file the following with the Registrar of Companies:

Form 204
Notice of Increase in Nominal Capital
Statement of Increase in Nominal Share Capital
CR19 – Notice of Special Resolution
Minutes/Resolutions/Extracts passing the resolution to increase the share capital.

NB: There will be a requirement to pay stamp duty on the increase in the capital; Stamp Duty payable will be at a rate of 1% of the increase.

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Have you filed the annual returns? Well, you run the risk of being penalized and the company being struck off by the Registrar of Companies. Annual returns show the changes that have occurred at the company during the year such as change of shareholding, directorship, and registered office of the company.

Section 125 of the Companies Act stipulates that every company having a share capital shall, once at least in every year, make a return, and the said return shall be in the form and shall be made up to the date of the fourteenth day after the date of the annual general meeting.

The annual returns should be made at least once every calendar year.

The annual return is be completed within forty-two (42) days after the annual general meeting for the year of the annual return, and the company must within such period deliver to the registrar a copy of the annual return, signed both by a director and by the secretary of the company.

If a company fails to comply with this requirement, the company and every officer of the company who is in default shall be liable to a default fine as may be deemed fit by the registrar. It should be noted that the term “officer” as used here includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act.

In filing the Annual Return, the completed form is submitted at the Companies Registry with the requisite fees before accepted for filing. Late filing of annual returns attracts a penalty for every year defaulted.

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Keeping custody of the Company Seal. Kindly note that you will be required to submit to us the Company seal for safekeeping. You may choose to keep the company seal at the registered office.

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You are probably thinking about incorporating a Company in Kenya but something is still not clear to you on the type of company that is best suited to meet or achieve your unique purpose.

Failure to make due considerations and identify the distinctive features has resulted in many unplanned conversions, overhead costs in effecting amendments, penalties on unknown requirements of the type of company incorporated, and many more unwarranted consequences. This may as well be avoided at the preliminary stages of pre-incorporation of Companies:

In the broadest sense, there are two types of Companies namely: Limited and Unlimited Companies. The companies are limited in the sense that they are held accountable to the debts of the Company to a certain extent. Such companies may therefore be limited by guarantee or share capital. Two categories of companies fall in this subpart.

These are public companies limited by shares and Private companies limited by shares. For unlimited companies, there is no limitation on the liability of members to pay the debts of the company and the members are jointly and personally liable for the debts in case of winding up. However, such companies are rarely incorporated nowadays but they may be necessary.

You can also check the section on registration services to look at the other business structures that may be suitable for you. Find the link here: Company Registration Services.

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We carry out the registration of a branch of a foreign company in Kenya. To carry out business in Kenya, a foreign company has to be registered under the Kenyan Companies Act. Failure to register the foreign company in Kenya will lead to a fine of Kshs. Five Million Shillings.
The following are the requirements for the registration of a foreign company (branch);

completed Form FC 2 (Application for registration as a foreign company)
certified copy of a current certificate of the foreign company’s incorporation or a registration in its place of origin, or a document of similar effect;
a certified copy of its constitution;
a list containing the names of its directors and shareholders and their personal details;
if that list includes directors who— (i) reside in Kenya; and (ii) are members of a local board of directors a memorandum that is duly executed by or on behalf of the foreign company and states the powers of those directors; and
notice of the address of— (i) if it has in its place of origin a registered office for the purposes of law there in force—that office; or (ii) otherwise — its principal place of business in its place of origin; and
notice of the address of its registered office under section 983. A foreign company in Kenya is required to maintain a registered office where all communications may be sent.
Registrar issues a Certificate of Compliance signifying the registration of the Foreign Company is complete.

Time scale: It takes approximately 4 weeks to secure the Certificate of registration or in this regard “a Certificate of Compliance”

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Acting as a registered agent to a branch of a company whether local or foreign where we accept service of correspondence, provide registered office address and premises, use our registration details for PIN registration, and acting as a nominee director at board meetings.

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Establishing and administering the registered office; attending to the receipt, coordination, and distribution of official correspondence received by the company, sent to its registered office; ensuring the provision of facilities for the public inspection of company register and documents.

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The annual returns should be made at least once every calendar year.

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The Companies Act 2015 requires that the statutory initial board meeting of a new company of board members and shareholders.
We provide the initial secretarial matters needed for such a meeting that involves the appointment of directors, the appointment of a company secretary, notices and agenda, preparing the minutes, and other secretarial duties required.

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Preparing and filing of all necessary returns which include; the Annual Returns; giving details of the situation of registered office, register of members and debenture holders; particulars of indebtedness in respect of all mortgages and charges which are required to be registered with the Registrar of Companies; a list of all past and present members who have held shares since the previous annual return and particulars of directors and secretaries.

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The company secretary usually undertakes the following duties: a) Maintaining the statutory registers. These are;

The register of members.
The register of directors and secretaries.
The register of director’s interests.
The register of changes.

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Filing information with the Registrar of Companies to report certain changes regarding the company or to comply with requirements for periodic filing. Of particular importance in this regard are:

Annual returns
Report & accounts;
Amended Memorandum and “Articles of Association;
Returns of allotments;
Notices of appointment, removal, and the resignation of directors and/or the Company Secretary;
Notices of removal or resignation of the auditors;
Change of registered office;
Resolutions in accordance with the Companies Act.

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Convening and attendance at Board and General Meetings and processing of minutes thereon. This will include preparation of the notices and agenda of the meetings and circulation thereof to the relevant parties.
Liaising with Management and Chairman on the calendar of meetings for the year and formulation of agenda for the meetings.
Preparation of various resolutions of directors and processing of extracts where required.
An offering of any other specialized services outside the scope of routine services as may be assigned by your company from time to time.

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The annual returns should be made at least once every calendar year.

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A company may amend its articles only by special resolution. Notice of the resolution must be lodged with the Registrar using Form CR19 (Notice of special/ordinary resolution).
The company must also file a copy of the amended articles within 14 days of the date the resolution was passed.

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This is where there are appointments, resignations, death, or termination of the members of management of a company.
Certain requirements such as a special resolution to be passed at a board meeting (CR19), an extract of the minutes of the meeting, consent of the director to act as such, and an affidavit of the resignation of a director. CR8 needs to be filed as notice of change of address of a director.

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A company can change its name by:

a special resolution (the special resolution may be conditional on the occurrence of some event)
other means provided for by the company’s articles

The company must notify the Registrar of the change of name by submitting a notice of change of name, Form CR15, with the appropriate fee and a copy of the resolution. Once registered, the Registrar shall issue a certificate of change of name at which time the change takes effect.
There are other circumstances in which a company can or is required to change its name (for example at the direction of the Registrar or where a company is restored to the Register) and different procedures apply, and each requires a specific notice/s and/or additional documents.

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Companies registered under the Companies Act, 2015 generally have unrestricted objects. However, a company may choose to restrict its objects in its Articles of Association by passing a special resolution and notifying the Registrar using Form CR19 (Notice of Special/Ordinary Resolution).

The amendment to the objects is not effective until the form has been recorded by the Registrar. The company must file a copy of the amended articles within 14 days of the date the resolution was passed.

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If a company wishes to increase its Share Capital beyond its registered Nominal Capital, the Company will be required to file the following with the Registrar of Companies:-

Form 204
Notice of Increase in Nominal Capital
Statement of Increase in Nominal Share Capital
CR19 – Notice of Special Resolution
Minutes/Resolutions/Extracts passing the resolution to increase the share capital.

NB: There will be a requirement to pay stamp duty on the increase in the capital; Stamp Duty payable will be at a rate of 1% of the increase.

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A common problem faced by our clients here in Kenya is how to legalize or attest or apostille documents for use in another country e.g. in the US, UAE, Malaysia, Belgium, Spain, Italy. See a list of Embassies, High Commissions, and Consulates in Kenya that we can legalize documents.

Kenya is not a signatory to the Hague Convention and therefore does not issue apostille rather legalization of documents is required.

What is legalization? This is verification that an original document is legitimate and authentic for use in another country.

Below the procedure of legalization of a document in Kenya;

Present the document (s) that need to be legalized and your identification card or passport to the Notary Public.
The notary public place a seal on the documents and sign. Request to see that the Notary Public is admitted in Kenya and has a valid certificate.
The notary public will be required to obtain a letter from the High Court of Kenya stating that he/she is recognized in Kenya as a notary public and for verification of the signature. The High Court officer will issue a letter.
The notarized documents will be taken to the Ministry of Foreign Affairs (This can be done at Huduma Centre, City Centre branch) for verification. The foreign affairs officer will issue a letter. This should take at least 4 working days
The notarized documents will then be taken to the Embassy e.g. if the document is required to be used in the US, they will be taken to the US Embassy. This can take a maximum of 3-5 days depending on the Embassy procedures. Please NOTE that this varies from Embassy to Embassy. Please check with the relevant Embassy beforehand for the number of days required.

Note/ Please arrange to have your documents legalized as early as possible as time may vary from embassy to embassy.

Birth Certificates- It is now required that birth certificates obtain certification from the Ministry of Interior, Civil Department before they are taken to the Ministry of Foreign Affairs in Kenya.

Educational Certificates need to be verified by the relevant University before they can be taken to the Ministry of Foreign Affairs in Kenya.

Attestation of Marriage Certificates requires authentication by the Registrar of Marriages in Kenya.

If you would like to legalize a document in Kenya, please fill in this legalization request form DOCX or legalization request form PDF

Fees

Our professional fee inclusive of certification/ notarization of the documents is US $ 250 per document excluding embassy fees.

Update

If you are traveling to Dubai, you will be required to obtain a Clearance Certificate from the CID and have it legalized at the UAE Embassy. Please contact us for assistance.

Links
Apostille and the Authentication/Legalization of Documents

www.hcch.net/en/instruments/convent

TYPE OF DOCUMENT	PARTICULARS	REQUIREMENTS	RELEVANT CERTIFICATION OFFICES	DURATION	STANDARD RATES
EDUCATION CERTIFICATES	Degree certificates KCSE certificates Diploma Certificates	i. Original certificate and copy ii. Relevant Transcripts (stamped) iii. Copy of biometric passport page iv. Travel Stamps/ visa (outgoing and incoming dates if applicant is out of the country) Authorization letter to us to act for applicant	Relevant University/School Ministry of Education (requires transcripts and travel information) Ministry of Foreign Affairs (Only on Mon, Wed, Fri) Relevant country Embassy	1 day 2 days 2-4 days 1 day	KES 100.00
BIRTH CERTIFICATE	Certificate of birth	The original certificate of birth and copy	Registrar of Births Ministry of Foreign Affairs (Only on Mon, Wed, Fri) Relevant Embassy	3 days 4 days 1 day
MARRIAGE CERTIFICATE	Certificate of marriage Proof of marriage (evidence)	Certificate of marriage E-citizen Application for modern marriage certificate (blue in colour)	Registrar of Marriages Ministry of Foreign Affairs (Only on Mon, Wed, Fri) Relevant Embassy	2 days, 4 days 1 day
POLICE CLEARANCE FORM	Downloaded police clearance certificate from E-citizen		Ministry of Foreign Affairs (Only on Mon, Wed, Fri) Relevant Embassy	4 days
COMPANY INCORPORATION DOCUMENTS	Company registration certificate Articles of Association/ Incorporation	Original incorporation documents (notarized) Translation to English Language where necessary	Registrar of Companies (if incorporated in Kenya) Ministry of Foreign Affairs

NO	TYPE OF DOCUMENT	PARTICULARS	REQUIREMENTS	RELEVANT CERTIFICATION OFFICES	DURATION	STANDARD RATES
1	EDUCATION CERTIFICATES	Degree certificates	i. Original certificate and copy	Relevant University/School	1 day	100/-
			ii. Relevant Transcripts (stamped)
		KCSE certificates	iii. Copy of biometric passport page	Ministry of Education (requires transcripts and travel information)
			iv. Travel Stamps/ visa (outgoing and incoming dates if applicant is out of the country)	Ministry of Foreign Affairs	2 days
		Diploma Certificates	Authorization letter to us to act for applicant	(Only on Mon, Wed, Fri)

				Relevant country Embassy


					2-4 days




					1 day
2	BIRTH CERTIFICATE	Certificate of birth	The original certificate of birth and copy	Registrar of Births	3 days

				Ministry of Foreign Affairs
				(Only on Mon, Wed, Fri)	4 days

				Relevant Embassy


					1 day
3	MARRIAGE CERTIFICATE	Certificate of marriage	Certificate of marriage	Registrar of Marriages	2 days

		Proof of marriage (evidence)		Ministry of Foreign Affairs
			E-citizen Application for modern marriage certificate (blue in colour)	(Only on Mon, Wed, Fri)	4 days

				Relevant Embassy


					1 day
4	POLICE CLEARANCE FORM	Downloaded police clearance certificate from E-citizen		Ministry of Foreign Affairs	4 days
				(Only on Mon, Wed, Fri)

				Relevant Embassy

5	COMPANY INCORPORATION DOCUMENTS	Company registration certificate	Original incorporation documents (notarized)	Registrar of Companies (if incorporated in Kenya)

		Articles of Association/ Incorporation	Translation to English Language where necessary	Ministry of Foreign Affairs

				Relevant Embassy or embassies

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Good corporate governance should provide proper incentives for the board and management to pursue objectives that are in the interests of the company and its shareholders and should facilitate effective monitoring. The Corporate Governance principles’ purpose is to facilitate effective, entrepreneurial, and prudent management that can deliver the long-term success of the company.

To achieve this, our firm offers the following services;

Secretarial audits

This would involve an audit on compliance in an organization. It is an important element of corporate governance that helps to detect non-compliance and take corrective measures such as filing the necessary returns, organization of books, and maintenance of accounts, records, etc…

Corporate Governance audits

The Board should ensure that a governance audit of the organization is undertaken on an

annual basis. The purpose of the governance audit is to ensure that the organization

conforms to the highest standards of good governance. The governance audit should cover

the following parameters among others:

(a) Leadership and strategic management;

(b) Transparency and disclosure;

(d) Communication with stakeholders;

(e) Board independence and governance

Board Evaluation

In terms of the design and coverage of the evaluation, there are at least nine areas that are required to be addressed. These touch on Shareholders and other Stakeholder-interests, the Company itself, legal and ethical issues, the Chief Executive Officer, Board meetings and individual member contributions, the general direction of the Company as well as any other business considered pertinent to the Board’s ability to discharge its mandate.

Corporate Governance Training

Board members highly benefit from board training and ensure that everyone is on the same page. It leads to efficient meetings and decisions. In a Board Training, we cover statutory responsibilities of directors, the role of directors, board charters, board meetings among other things.

Compliance with corporate governance codes and principles

The Board shall exercise leadership, enterprise, integrity, and sagacious judgment in directing the Company and will always act in the best interest of the Company so as to achieve continuing prosperity. The Board is responsible for considering the legitimate interests and expectations of its Stakeholders in its deliberations, decisions, and actions.

The Board is responsible for ensuring that Senior Management and the subsidiaries actively cultivate a culture of ethical conduct and ensuring that integrity permeates all aspects of the Company’s operations. The Board shall align its conduct and the conduct of Senior Management with the values that drive the Company’s business and ensure that these values are adhered to in all aspects of its business.

The Board shall ensure that the Company’s ethical standards as stated in this Code are integrated into all the Company’s strategies, policies, and operations.

Developing corporate governance reports

This would involve the preparation of reports on the corporate governance compliance measures that a company has in place within the period of the report. The report would include corporate governance steps taken, steps to be implemented, and recommendations

Development of a comprehensive compliance program

A compliance program needs to be set up in the form of policies that an organization can have in place to ensure compliance with laws, rules, and regulations. This program would involve the necessary procedures such as weekly reports, due diligence, monthly reviews, status reports among others.

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Capita Registrars offers corporate due diligence services in Kenya in respect of corporate filings.

We can help you obtain information on the following;

Verification of registration of the Company and Corporate Information
Shareholders and type of Shareholding
Any company charges
Issued Share Capital
Directors of the company and their addresses
Details of the Registered office

Corporate due diligence is conducted by our experienced team and a report given to our clients in a quality and timely manner.

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mark pollak

I was very impressed in their efficiency and service offered in getting documents legalised at the embassy. Would not hesitate to recommend them - communication was great throughout.

David Waigwa

I have used their services on several occasions. Capita Registrars are renowned for their efficiency and always deliver. They also facilitated delivery of the documents even when I wasn't in the country. I highly recommend them for their professional services.

Mary Supuu

A friend referred me to Silvana & Associates Advocates, and she is a kind woman and she was able to help us customize the documentation needed well and fast,very efficient service. I definitely recommend!

Vivien Mwendwa

I describe Capita Registars as reliable, resourceful, integral, dependable and efficient. In all honesty these are words that would not describe many firms in the same space but I can confidently say that this is the only way they operate. I have been overseas for more than 7years and everything pertaining to my legal requirements and counsel have been executed or overseen by Silvana and her wonderful team. I am blessed to have know them since their inception and look forward to many many years together. If you are looking for a company to work for or to hire for your various needs, look no further ! You will soon realize that this is the company you have been looking for.

Mwangi Njoroge

Professional at the best

John Yakas

Silvana was efficient, helpful and friendly to deal with when trying to get new documentation (birth certificates etc) and subsequently delivering to Embassy. Would recommend and use them again.

Morris Iriga

Misunderstanding was quickly sorted out. As others have expressed, they're quite efficient at their job. I will gladly return for their services!

philip orieko

Capita Registrars registered my company and processed my CR 12 and annual returns. Very happy with the process. I will use them again

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