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Registration of a Company Limited by Guarantee in Kenya

What is a Company Limited by Guarantee?

Section 7 of the Kenyan Companies Act 2015 states that;

‘A company is a company Limited by Guarantee if;

  1. it does not have a share capital;
  2. the liability of its members is limited by the company’s articles to the amount that the members undertake, by those articles, to contribute to the assets of the company in the event of its liquidation; and
  3. its certificate of incorporation states that it is a company limited by guarantee.’

Companies Limited by Guarantee in Kenya are mainly registered for the purpose of operating non-profit organizations that require a legal personality.

The requirements for registering a Company Limited by Guarantee in Kenya are almost the same as those of registering a Private Limited Company limited by shares with the exception that this kind of company is not required to have a share capital and will therefore not have shareholders unlike the traditional Private Limited Company.

Registration of a company Limited by Guarantee

The process of registration of a Company limited by guarantee in Kenya is now done on the eCitizen platform.

Name of the Company

Persons wishing to register a Company Limited by Guarantee in Kenya are required to provide three names out of which the Registrar of companies will approve one as per the provisions of the Act or one which is not currently in use by another registered entity.

Registration of Companies Limited by Guarantee in Kenya require that the members submit the following to the Registrar

  1. A duly filled form CR1. This is the application form for registration of all types of companies.
  2. Model memorandum for a company limited by Guarantee. Members may choose to adopt the model memorandum as provided in the Companies Act or have their own separately prepared Articles of Association.
  3. Statement of Guarantee. This shows that in the event that the company is liquidated, the members undertake to contribute to the assets of the company such amount as may be required under the articles of association of the company for paying the debts and liabilities of the company, paying the cost charges and expenses of liquidation and adjusting the rights of the contributors among themselves.

Once the members have submitted the above to the Registrar of Companies, the registrar will forward the names and particulars of the members to the National Intelligence service for vetting. This will take approximately 2-3 months.

Once approved, the National Intelligence Service will inform the Registrar of approval who will in turn inform the members of the same and proceed to register the Company.

Upon registration, members will be issued with the following;

  1. Certificate of Incorporation.
  2. CR12 – List of members of the Company
  3. A license pursuant to Section 55 of the Companies Act 2015 to operate as a Company limited by Guarantee.

How much does it cost to register a Company Limited by Guarantee in Kenya? We charge Kshs. 60,000 exclusive of filing fees to register.

If you would like to register a company limited by guarantee in Kenya, please contact us on info@capitaregistrars.co.ke or by phone +254709747555 or +254727789616.