Limited company registration in Kenya is regulated by the Companies Act, 2015. This guide provides a step-by-step procedure, requirements, and fees for registering a limited company in Kenya.
The process includes:
1. Name search and reservation.
- Submitting the name search application via the BRS portal on eCitizen.
- Waiting for approval, which takes an average of 3 business days.
- If approved, the name is reserved for 30 days.
The Registrar will proceed to register the company with the first available name.
2. Prepare Company Application Documents
After name reservation, prepare the following incorporation documents:
- Form CR1 – Application for company registration.
- Form CR2 – Memorandum of a company with share capital.
- Form CR8 – Notice of residential address of directors.
- Statement of Nominal Capital – Proposed nominal capital of the company.
- BOF-1 – Register of Beneficial Owners.
These forms are submitted on the eCitizen BRS portal.
3. Register Directors and Shareholders
A minimum of one director and shareholder is required. Provide the following details:
- Names of directors and shareholders.
- Proposed physical address of the company.
- Email addresses and phone numbers of directors, shareholders, and the company.
- Postal and detailed residential addresses of directors.
- Copy of National ID or Passport for directors and shareholders.
- KRA PIN for Kenyan directors and shareholders.
4. Company Secretary Appointment
A certified company secretary (CS) is required for:
- Private companies with share capital over KES 5 million.
- Companies owned by foreigners without a Kenyan director/shareholder.
- Public companies.
5. Application Fees
The cost of company registration is KES 10,850. Payment is made via the BRS portal.
6. Certificate of Incorporation
Upon successful application, the Registrar issues a Certificate of Incorporation, which includes:
- Company name.
- Company registration number.
- Date of incorporation.
- Seal of the Registrar.
7. Tax Registration
After incorporation, register for a KRA PIN and VAT (if applicable) via the Kenya Revenue Authority portal.
8. Open a Bank Account
To open a corporate bank account, provide:
- Certificate of Incorporation.
- Company KRA PIN.
- Memorandum and Articles of Association.
- Resolution to open the bank account.
9. Obtain Business Licenses
Depending on your business, you may need:
- Single Business Permit from the county government.
- Special licenses (e.g., security, construction, communication).
10. Register for Social Security and Health Obligations
After incorporation, register with:
- NSSF – National Social Security Fund.
- NHIF/SHIF – National Health Insurance Fund.
Online LLC company registration in Kenya: - Kazi Legal.
Requirements for company incorporation.
To register a limited company in Kenya, you will require the following:
- Three proposed company names.
- Objectives and business activities.
- Physical address in Kenya (including building name, town, and county).
- Contact information (postal address, email, and phone).
- Copies of National IDs or passports for directors and shareholders.
- Passport photos of directors and shareholders.
- Residential addresses of directors and shareholders.
Company Structure in Kenya
Capital of a Company
The nominal capital refers to the value of a company's shares. There is no fixed limit for nominal capital in Kenya.
Directors and Shareholders
All companies require at least one director and shareholder. Directors can be:
- Kenyan citizens.
- Foreign nationals with valid permits.
- Foreign directors with a Kenyan director or certified company secretary.
Registered Address
Every company must provide a local physical address, including:
- Building name.
- Nearest road.
- Town, sub-county, and county.
Company Registration Checklist
Checklist Item | Description |
---|---|
Company Type | Limited Liability Company (LLC). |
Registered Physical Office | Mandatory for all companies. |
Share Capital | No minimum amount required; typical capital is KES 100,000. |
Directors | Minimum of one director. |
Shareholders | Minimum of one shareholder; corporate shareholders allowed. |
Certified Secretary | Required for foreign-owned companies, public companies, and companies with capital over KES 5 million. |
Compliance | Tax PIN registration, business permits, NSSF, and NHIF/SHIF. |
Company Registration for Foreigners in Kenya
Foreign nationals can register a company in Kenya under these conditions:
- Hold valid immigration permits (e.g. work permits).
- Partner with a local Kenyan director.
- Appoint a certified company secretary.
F.A.Q
Frequently Asked Questions About Company Registration in Kenya
How do I check if a company name is available in Kenya?
Use the eCitizen portal to search for name availability. If the name is unique and not already taken, it will be approved for reservation.
How Long Does It Take to Register a Company in Kenya?
The company registration process in Kenya typically takes 7 to 14 business days, depending on the completeness of the application and the workload at the Registrar of Companies. The name reservation process alone takes about 3 business days.
What Is the Cost of Registering a Company in Kenya?
The official fee for company registration in Kenya is KES 10,850. Additional costs may apply for legal or consultancy services.
Can a Foreigner Register a Company in Kenya?
Yes, foreigners can register a company in Kenya under the following conditions:
- Hold a valid immigration permit (e.g., work permit or investor permit).
- Partner with a local Kenyan director.
- Appoint a certified company secretary.
What Documents Are Needed for Company Registration in Kenya?
The key documents required include:
- Form CR1 – Company Registration Form.
- Form CR2 – Memorandum of Association.
- Form CR8 – Notice of Residential Address.
- Statement of Nominal Capital – Proposed nominal capital of the company.
- BOF-1 – Beneficial Owner Details.
Do I Need a Physical Office to Register a Company in Kenya?
Yes, a registered physical office address is mandatory for company registration in Kenya. The address must include:
- Building name.
- Nearest road.
- Town, sub-county, and county.
Can I Register a Company in Kenya Without a Kenyan Director?
Yes, but foreign-owned companies without a Kenyan director must appoint a certified company secretary to ensure compliance with Kenyan laws.
What Is the Role of a Company Secretary in Kenya?
A company secretary ensures compliance with legal and regulatory requirements. They are mandatory for:
- Public companies.
- Foreign-owned companies without a Kenyan director.
- Companies with share capital exceeding KES 5 million.
Can I Register a Company in Kenya as a Non-Resident?
Yes, non-residents can register a company in Kenya by:
- Partnering with a local Kenyan director.
- Appointing a certified company secretary.
- Providing valid immigration documents (e.g., work permit or investor permit).
What Is the Minimum Capital Required to Register a Company in Kenya?
There is no fixed minimum capital requirement for company registration in Kenya. However, a typical nominal capital of KES 100,000 is used for most companies.