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Frequently Asked Questions

Frequently Asked Questions

Requirements for company registration in Kenya?

There are different types of companies that you can register. These are:

  • Registration of Limited Liability Company
  • Registration of Public Company
  • Registration of Sole Proprietorship

This page detail the requirements needed for each.

What is Beneficial Ownership?

All companies are required to submit a copy of their beneficial ownership register within thirty (30) days of its preparation onto the E-Register. This process is done online.

A beneficial owner is defined as any natural person who ultimately owns or controls a legal person or on whose behalf transactions are made and includes those persons who exercise ultimate effective control over a legal person or arrangement.

An arrangement is defined as an artificial entity, without legal personality, associating one or more natural or legal persons together in an ownership or control relationship, but without implying that the parties to this arrangement have any other form of collective legal identity. An example of an arrangement is a trust or a contractual arrangement such as voting rights between shareholders.

The Regulations apply to a beneficial owner who, whether directly or indirectly:
i. Holds at least 10% of the issued shares in the company;

  1. Exercises at least 10% of the voting rights in the company;

iii. Holds a right to appoint or remove a director of the company; and/or

  1. Exercises significant influence or control over the company (meaning anyone who participates in the financial policies of the company without necessarily having full control of them).

The particulars which a company is required to enter in its register of beneficial owners include:-

  • Full name of the beneficial owner;
  • Birth certificate/ID/passport number, personal identification number (retaining copies of the same);
  • Establish nationality
  • The full postal and physical address, business address, residential address, telephone number, email address
  • Occupation/profession
  • Nature of ownership or control and the date on which any person ceased to be a beneficial owner (as applicable).

All companies incorporated in Kenya (private and non-listed public companies) are required to take reasonable steps to identify its beneficial owners and enter their details in its register of members. It is an offense under the Regulations to unreasonably disclose beneficial ownership details. The offense is punishable by a fine not exceeding KSh.20,000 or imprisonment for a term not exceeding 6 months.

Please contact us at info@capitaregistrars.co.ke or by phone at +254709747555 to update your Beneficial Ownership register.

How do I wind up/de-register my company?

The Application is lodged online on the eCitizen portal. Such an application is effective only if it is made on behalf of the company by its directors or by a majority of them;

  • The process begins with a special meeting of the Board of Directors, in which a resolution to dissolve the company is passed.
  • The Application is submitted together with the following documents:-
  • The minutes of the meeting together with the Special Resolution decision to have the company dissolved/struck off (form CR19)
  • The Application for striking out of the companies register (form CR18). The information needed for the CR18 form includes the name and registration number of the company, its date of incorporation, and the names and signatures of the directors making the application.
  • The company’s statement of annual returns.
  • A statement to the effect that the company is cleared from all charges and credit, or that it is able to do so.
  • A copy of the application should be given to all the members and employees of the company within seven days.
    • The Registrar will thereafter assess the application and publish a notice of the intended dissolution of the Kenya Gazette and invite any person to show cause why the name of the company should not be struck off.
    • As soon as practicable after striking the name of the company of the Register, the Registrar shall publish in the Gazette a notice to the effect that the name of the company has been struck off the register.
    • On publication of the gazette notice, the company is dissolved.

For other forms of winding up see this blog post:

How to register a Business Name?

Sole proprietorships and partnerships are both registered under the Business Names Act. A sole proprietorship is formed by only one person whereas a partnership will consist of at least two persons and a maximum of 20 persons. The registration procedure for the two is more or less the same as the same Form BN2 is required.

Requirements for registration of a sole proprietorship/ partnership:

  • 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 partners or the sole proprietor;
  • Nationality of the partners/ sole proprietor;
  • Age of each partner based on their national IDs;
  • Gender of each of the partners;
  • Usual place of residence of each of the partners/ sole proprietor
  • Copy of ID / Passport for Partners /the Sole proprietor;
  • 2 passport photos of Partners/ Sole proprietor;
  • Copy of PIN certificate for the Partners/ Sole proprietor
Requirements for incorporating a foreign branch 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.

Procedure for the registration of a branch of a foreign company in Kenya:

Under Section 975 of the Companies Act, 2015, the following are the requirements for the registration of a foreign company (branch);

  • certified copy of a current certificate of the foreign company’s
    incorporation or 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 the 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”

We can assist you to register a bran.ch of your foreign company in Kenya, please contact us at info@capitaregistrars.co.ke or swanjiru@capitaregistrars.co.ke

How to register a charitable foundation?

The following registration requirements detail the formation of a charitable trust or foundation in Kenya:

  • Name of the Trust or Foundation
  • Main Objective of the Trust. The charitable trust must fall in at least one of the following categories:
    • Relief of poverty e.g. homes & orphanages, hospitals
    • Advancement of education
    • Advancement of religion
    • Advancement of Health or saving of lives
    • Advancement of environmental protection or improvement
  • Trusts beneficial to the community not falling under the preceding heads e.g. advancing art, culture, racial harmony.
  • Name of the Settlor/ Donor– Full name, copy of ID card/passport; If it’s a company, a copy of the certificate of registration
  • The proposed physical address of the trustor foundation
  • Domicile and residence of the trustor foundation
  • A Trust Deed
  • The Trustees: the trustees should show competence in running the trust. For example, if it is an Education Trust, then some should have a background in teaching, etc. The following information from the trustees is required:
    • Names and addresses in full
    • Passport photos of the trustees
    • Copies of Pin certificates of Trustees
    • Copies of national ID or Passport.
    • Curriculum vitae of the trustees
    • Statement of their accounts
    • Minutes appointing the trustees
    • Petition to the minister
    • Seal of the trust
    • Statement of donor funding where applicable.
    • Financial statement of the trustor foundation
  • Administration of the Trust: Consider whether standard procedures are appropriate or are there any special administrative procedures required. This includes the following;
    • Appointment of trustees
    • Operation of Trust accounts
    • Powers of the trustees
    • The procedure of conducting meetings
    • Amendment of the Trust deed

Procedure for Registration of a Charitable Trust in Kenya:

  • Preparation of trust deed
  • Payment of Stamp duty
  • Registration: Registration may involve two stages
  • Registration under the Registry of Documents Act
  • Incorporation under the Perpetual Successions Act

The process takes an average of 3 to 6 months to the issuance of a certificate of Incorporation.

Read more in this blog post.

How do I register a non-deposit taking company (credit-only entity)?

Non-Deposit taking institutions in Kenya require to be registered as Private Limited Companies. The Registrar of Companies in Kenya will however not approve the registration of such a company without a letter of no objection from the Central Bank of Kenya.

This means that the Central Bank of Kenya has to approve the proposed name of the company and the ownership of the company before the Registrar of Companies can proceed to have the company entered into the Register of Companies in Kenya.

In order for the Central Bank of Kenya to issue a letter of no objection, the company in-incorporation will have to fulfill certain requirements and submit the following documents;

  • A copy of the name reservation of the proposed company from the Registrar of Companies. This should be certified by an Advocate or Commissioner for Oaths.
  • A copy of the registration details of the company as submitted to the Registrar of Companies through the e-Citizen platform. The details, which are captured in 8 -10 pages, should indicate amongst others the name(s) of the shareholder(s) and the proposed business activities of the entity. Applicants will be required to liaise with the Registrar of Companies to get directions on how they can be able to download or screen print the copies of the registration documents. The copies of the registration documents should be certified by an Advocate or a Commissioner for Oaths.
  • A brief background on the shareholders’ business or economic activities.
  • A declaration by the individual shareholders on the sources of funds. The declaration should be certified by an Advocate or a Commissioner of Oaths.
  • Documentary evidence of the sources of funds.
  • An affidavit confirming that the funds to be deployed to the proposed company are not proceeds of crime. The affidavit should be certified by an Advocate or a Commissioner of Oaths.
  • Applicants are required to indicate whether any of the shareholders or directors of the proposed entity are employees (including directors) of any entity regulated by the Central Bank of Kenya.

In addition to the above, the proposed name should not contain the protected words ‘microfinance bank business’ ‘finance’ and ‘bank’ or any of their derivatives or any other words indicating the transaction of financial businesses, unless licensed under the Banking Act or Microfinance Act.

To register a non-deposit taking (credit only) microfinance institution in Kenya, please Contact Us

Does a company require local directors or shareholders to carry out business in Kenya?

A Kenyan company is a company registered in Kenya under Kenyan laws, it usually has Kenyan citizens as its directors and shareholders. However, where a Kenyan company has foreigners as its directors and shareholders, at least one director needs to be a Kenyan so as to carry out KRA PIN registration and other statutory registrations eg. NHIF, NSSF.

On shareholding, a foreigner or foreign company can be a shareholder in a Kenyan company, however certain industries require a Kenyan percentage shareholding such as the Construction Industry, Telecommunications Industry. In case of specific inquiries on this matter, kindly contact us below:

What are the tax implications of registering a branch or a subsidiary in Kenya?

A branch is an affiliate of another company whether registered in Kenya or a foreign company while a subsidiary is a local company registered as its own entity where the major shareholder is another company (the parent/holding company).

The tax implications of a branch in Kenya is that it will be subjected to corporate tax at the rate of foreign companies which is 37.5% while a subsidiary is taxed at the rate of a local company 30% corporate tax rate.

The employees are taxed based on their resident status, if foreign at foreigners rates while the income of local employees will be at citizens rates.

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