Procedure of Registering a Company in Kenya
Company registration in Kenya is a structured process regulated by the Companies Act, 2015. This guide outlines the steps and requirements necessary to successfully register a company in Kenya.
1. Reserve a Company Name
The first step in company registration in Kenya is name reservation. You must propose a unique name that complies with the rules set by the Business Registration Service (BRS). Here’s how:
- Submit an application via the BRS portal (eCitizen platform).
- Pay a name reservation fee of Kshs. 150.
- Wait for approval, which usually takes 1-2 business days. Approved names are reserved for 30 days, with an option to extend for another 30 days.
This process has been consolidated with the Company Registration process. This means that the Registrar will automatically allocate the company name that is available for registration.
2. Prepare Incorporation Documents
Once your company name is reserved, the next step is to prepare the necessary incorporation documents. The primary documents include:
- Memorandum and Articles of Association (detailing the company’s structure and activities). These documents can be prepared by the Company Secretary or Advocate.
- Form CR1 – Application form for company registration.
- Form CR2 – Model memorandum if applicable.
- Form CR8 – Notification of the registered office address.
These forms are available on the eCitizen platform.
3. Register Directors and Shareholders
For registration, at least one director and one shareholder are required, but you can have multiple. Directors and shareholders must provide:
- Full name.
- Physical and postal address.
- Email and phone contact.
- Copy of National ID or Passport.
- KRA PIN (Kenya Revenue Authority Personal Identification Number).
Foreign directors or shareholders must also provide certified copies of their passports and PIN certificates.
4. Company Secretary Appointment (for public companies)
Private companies with a share capital of more than Kshs. 5 million or public companies must appoint a Certified Public Secretary (CPS) in Kenya. The secretary ensures compliance with statutory and governance requirements.
5. Register for Tax and Social Security Obligations
Once the company is incorporated, you must comply with the tax obligations. This includes:
- KRA PIN registration for the company, necessary for filing taxes.
- VAT (Value Added Tax) registration if your business expects a turnover exceeding Kshs. 5 million per year.
- SHIF (Social Health Insurance Fund) and NSSF (National Social Security Fund) registration if you have employees.
These registrations are mandatory and are completed through the KRA iTax portal and respective bodies.
6. Filing Fees
The official registration fees in Kenya are relatively low. Company registration costs Kshs. 10,650 if all statutory forms are correctly completed. Additional costs may apply for name reservation extensions or amendments.
7. Obtain a Certificate of Incorporation
Once all documentation is in order and fees paid, the Registrar of Companies issues a Certificate of Incorporation. This legal document marks the formal registration of the company and includes:
- Company name.
- Registration number.
- Date of incorporation.
The certificate is available for download via the eCitizen portal, usually within 5-7 business days.
8. Open a Corporate Bank Account
After incorporation, you’ll need to open a corporate bank account for the company. Requirements typically include:
- Certificate of Incorporation.
- KRA PIN.
- Memorandum and Articles of Association.
- Resolution to open the bank account, signed by directors.
Each bank may have specific additional requirements, so it’s advisable to check beforehand.
9. Obtain Business Licenses
Depending on the industry, your business may require additional licenses or permits. For example:
- Business Permit (from the local county government).
- Sector-Specific Licenses, such as those from the Kenya Bureau of Standards (KEBS), National Construction Authority (NCA), or Kenya Civil Aviation Authority (KCAA).
Ensure compliance to avoid penalties.
10. Compliance and Ongoing Obligations
Once registered, companies in Kenya must comply with ongoing statutory obligations:
- Filing annual returns with the Registrar of Companies.
- Keeping proper accounting records and, where applicable, auditing.
- Paying corporate taxes, such as Corporation Tax, VAT, PAYE (Pay As You Earn) for employees, and Withholding Tax where applicable.
Non-compliance with these obligations could result in penalties or deregistration.
Types of Companies You Can Register in Kenya
There are several types of companies you can register, including:
- Private Limited Company (Ltd) – Most common for small and medium-sized businesses.
- Public Limited Company (PLC) – Suitable for larger businesses, especially those seeking to raise capital from the public.
- Company Limited by Guarantee – Often used for non-profits or charitable organizations.
- Branch of a Foreign Company – For foreign entities looking to operate in Kenya without incorporating a separate legal entity.
