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Incorporation of a Legal Entity in Kenya

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: Incorporation & Registration Services.
Please fill in the form below with the correct information and we’ll get back to you as soon as possible.
Note the category for this service is Corporate Services.

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Registration of Branch and Representative Office

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”
Please fill in the form below with the correct information and we’ll get back to you as soon as possible.
Note the category for this service is Corporate Services.

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Provision of Nominee Director and Branch’s Agent

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.
Please fill in the form below with the correct information and we’ll get back to you as soon as possible.
Note the category for this service is Corporate Services.

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Provision of Registered Office

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.
Please fill in the form below with the correct information and we’ll get back to you as soon as possible.
Note the category for this service is Corporate Services.

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Preparation and Filing of Annual Returns in Kenya

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.
Please fill in the form below with the correct information and we’ll get back to you as soon as possible.
Note the category for this service is Corporate Services.

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Provision of Initial Secretarial Matters for Holding the first Board Meeting and Shareholders’ Meeting

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.
Please fill in the form below with the correct information and we’ll get back to you as soon as possible.
Note the category for this service is Corporate Services.

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Provision of Secretarial Services to Comply with Routine Filling Requirements with Registrar of Companies

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.
Please fill in the form below with the correct information and we’ll get back to you as soon as possible.
Note the category for this service is Corporate Services.

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Maintenance of Statutory Records

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.
Please fill in the form below with the correct information and we’ll get back to you as soon as possible.
Note the category for this service is Corporate Services.

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Updates on Changes to Statutory Requirements

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.
Please fill in the form below with the correct information and we’ll get back to you as soon as possible.
Note the category for this service is Corporate Services.

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Other Company Secretarial Services

  • 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.
Please fill in the form below with the correct information and we’ll get back to you as soon as possible.
Note the category for this service is Corporate Services.

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