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Registration of a company in Kenya

Registration of a company in Kenya

Registering a company in Kenya has certain benefits: the shareholders and directors enjoy limited liability that is to say since the company is separate from the members they are not liable for the debts of the company, the company can hold property in its own name unlike general partnerships whose property is in the names of the partners jointly, the company can sue and be sued, easier access to funding is also another advantage.

Before you can proceed to register a company in Kenya, you have to decide whether you want to register a private or a public company. A private company has between 2 and 50 members and cannot offer its shares to the public. A public company has at least 7 members and can offer their shares to the public.Read our article on how to list your company https://capitaregistrars.co.ke/2014/08/easy-steps-to-listing-your-company-on-the-stock-exchange/

Procedure for Incorporation of a Limited Liability Company in Kenya
1. Name search
The applicant shall be required to search the desired name at the Registrar of Companies. The Registrar will issue the applicant with a letter confirming that the name is available for registration. This process takes about 3 days.
2. 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.
3. Assessment and payment of stamp duty
Once all the documents required for incorporation of the company have been prepared, stamp duty will be assessed; stamp duty will be assessed based on the nominal capital, which needs to be agreed on. Once stamp duty has been paid, the memorandum and articles of association are franked.
4. Lodging of the documents for registration
Once the memo and articles of association have been franked after payment of stamp duty the documents are lodged with the registrar of companies accompanied by the requisite fees.
5. Certificate is issued
Once the registration fees is paid and the registrar is satisfied that all the documents are in order, the registrar will issue a certificate of incorporation bearing the name of the company, the date of incorporation and the company number.

Documents required for incorporation of a Company in Kenya

•Form 203 – Particulars of Directors and Secretaries
•Form 201 – Statement of Registered office
•Form 208 – Declaration of compliance with the requirements of the Companies Act
•Statement of Nominal Capital
•Memorandum and Articles of association.
•Copy of ID / Passport for the Shareholders / Directors;
•2 passport photos of the Shareholders / Directors;
•Copy of PIN certificate for the Shareholders / Directors;

For incorporation of Public companies in Kenya these additional documents will be required:
• Form 209 – Consent to act as a director
• Form 210 – List of persons who have consented to act as a director.

If you would like to register or incorporate a company in Kenya, please contact us on info@capitaregistrars.co.ke for further details.


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