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Registration of a Limited Liability Company

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
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 Incorporation and Registration Services.

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Registration of a Public Company in Kenya

A public company is defined by Section 10 of the Companies Act, 2015 as having;
  • Free transferability of shares
  • Its articles do not prohibit members of the public from subscribing to its shares
  • The Certificate of Incorporation must indicate that it is a public company

Public companies are strictly regulated hence their financial accounts are published and filed with the Registrar of Companies.
Public companies must have a Company Secretary duly appointed and practicing in accordance with the law.
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
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 Incorporation and Registration Services.

 
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Registration of Limited Liability Partnership

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
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 Incorporation and Registration Services.

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Registration of Intellectual Property – Trademarks & Copyrights

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;

Trademarks

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.
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 Incorporation and Registration Services.

 
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Registration of Non-Governmental Organizations

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

  1. 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
  • Processing fees
    • Name search – KES 1,000.
Timeline – 1 day
  • 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
  1. 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
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 Incorporation and Registration Services.

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Registration of other Not-for-profit Organizations

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).
The following registration requirements detail the formation of a community-based organization (CBO):

Step 1: Organize yourselves in a group to form a community-based organization.

Step 2: Draft the CBO’s constitution:
  • A constitution is the CBO’s guide. Once this has been drafted and approved, every member should get a copy which they sign and commit to the terms and conditions.
  • The constitution identifies the CBO’s mission, goals, and objectives.
Step 3: Hold a meeting to Elect CBO’s officials and to seek registration
  • The three most important slots to be filled are the Chairman, Secretary, and Treasurer. It’s important to have these positions occupied for accountability and organization purposes of the CBO.
  • Roles under these titles should also be defined, written down, and put in a document (preferably the constitution) so that every official understands and agrees to the scope of their work.
  • It is important that the office of secretary must know how to read and write.
  • The minutes of the meeting seeking registration and showing elected officials are to be attached to the application forms.


Step 4: Make the application for registration with the Ministry of Labour and Social Protection:
  • Visit the either Sub-county’s Labour and Social Protection Offices, Sub-county’s Public Service, or Huduma Centre to make the application with the respective officer.
  • You will be given an APPLICATION FORM FOR A CBO to fill.
  • Fill the Registration Form correctly and attach the following REQUIREMENTS:
– Minutes of the meeting seeking registration and showing elected officials MUST be attached to the Application form.

– List of members duly signed with Name/Position/ID No. and Signatures MUST be attached to the Application form. – The Application form MUST be accompanied by the CBOs BY-LAWS/ RULES/ CONSTITUTION. – The Application form MUST be accompanied by a Memorandum of Understanding (MOU) where CBO is formed through amalgamation (i.e. where several groups come together to form an umbrella organization). – Pay the approved application fee of Ksh. 5,000/= – After registration, the CBO must adhere to the following:
  • Renew the Certificate Annually
  • Submit Quarterly Progress Reports to the Registering Authority
  • Allow accessibility of records to the Registering Authority upon request or when demanded to do so


NOTE: Failure to adhere to the above requirements will lead to Non-registration/De-registration
Charitable Trust/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:
    • Description of beneficiaries: this could be a class of persons in the society e.g. bright needy children; orphans between 0-10 years or an orphanage, cancer patients, women, etc. There is also a need to specify the area of benefit e.g. Nairobi, Kenya, or Africa.
    • Trust Fund
    • A list of assets held by the trust/ in the absence of a deed of donation indicating the properties to be donated to the trust
    • A letter/statement from the donor stating his commitment
    • The transfer of properties/ funds may be progressive but indicate the initial amount/properties to be transferred
  • 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: A trust deed must be prepared. It contains the name of the trust, the objectives of the trust, the names in full, and addresses of the trustees including powers of the trustees to change and appoint other trustees.
  • Payment of Stamp duty: The trust document duly signed by trustees is submitted for stamp duty.
  • Registration: Registration may involve two stages
    • Registration under the Registry of Documents Act: The process may take 1-3 weeks. Registration under the RDA does not make a trust into a body corporate trust yet. However, the trust can commence implementing the objects of the trust as a simple trust.
    • Incorporation under the Perpetual Successions Act: After registration under the registry of documents, a certified copy of the trust deed and a petition for incorporation is lodged with the ministry of lands for incorporation of trust. The Trust may be incorporated under the TPSA, making it a body corporate. In the petition, it must be stated that the trustees require incorporation of trust and provide a representation of the common seal of the trust, which is round in shape with the name of the trust inscribed.


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

 
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Registration of Societies

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;
  • 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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Registration of Sole Proprietorship

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/ 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. The 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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