When handling local or foreign company registration in Kenya process, like in many other functional jurisdictions and economies worldwide, the Kenyan business environment is defined by a set of legal regulations. The set of regulations required by registrar of companies for company incorporation in Kenya or in other words Company formation in Kenya for Public, Private and Foreign Company Registration in Kenya and Sole proprietorship be legally registered are contained in the New Companies Act 2015 of the laws of Kenya. The ACT also provides on how to register a sole proprietor company in Kenya. Please contact us for an affordable quote rate.
Procedure of Company Registration in Kenya
We have qualified staff that will handle the registration of a limited company in Kenya a well as registering a Foreign company in Kenya legal process on your behalf from start to finish. We will walk you through on how to start a company in Kenya.
The entire registration process takes only 7 days at a reasonable cost, once you engage our us. We therefore make cost to register a company in Kenya very affordable. Registering a company in Kenya has been made much easier by Briantony‘s culture of professionalism.
How to Register a Company in Kenya
1. Business Name Search
With our help the applicant shall be required to search the desired name at the Registrar of Companies in Kenya. The Registrar will issue the applicant with a letter confirming that the name is available for registration. Business registration search in Kenya usually takes about 2 days but at Briantony International Consultancy we avail the approved Business name search results instantly.
2. Memorandum and Articles of Association
The applicant will be required to engage a company secretary to draft the Memorandum and Articles of Association which will set out the objects of the company and the internal constitution of the company. Briantony International Consultants will prepare Memorandum and Articles of Association documentation for you
3. Stamp duty Payment
Once the Memorandum & Articles of Association are prepared, we will lodge the documents with the registrar of companies Kenya . There is no payment of stamp duty under the new companies ACT 2015.
4. Company Registration Forms in Kenya
We will forward the documents to the Registrar of companies in Kenya together with these company registration forms.
- Form CR 1- Company registration form is signed under the guidance of our firm registering your company. Application to register a company including the proposed name (as reserved), the registered office, liability of members (whether limited by shares or by guarantee), the type of the company (if private or public) and the name, consent of the initial director and secretary of the company and address of the agent if an agent is used to make the application. The form combines the application for company registration, KRA PIN, NHIF, and NSSF registration.
- Form CR 2 – Model of Memorandum for Company with share capital.
- Form CR 6 – covers the particulars of the company director
- Form CR 8 –Notice of residential address of Director or change of Address of Director of Company
- Form CR 10 – Notice of appointment of Secretary or Secretary’s particulars. This only applies to Companies with more than 5 million Kenya shilling in Nominal share capital.
- Statement of Nominal Share capital form.
A certificate of registration or Certificate of incorporation will be issued.
Requirements of registering a limited Company in Kenya
How to register a company in Kenya 2017?
- Proposed names for business name search and reservation
- Address of the proposed L.L.C including LR Number
- What the company will be doing and main objectives of the Company
- If any of the directors are foreigners then a Kenyan director and shareholder is needed. We can also act as their Kenyan nominee director at a fee.
- Copies of Identification cards of all the Directors or passports in case of foreign directors
- PIN, Certificate copies of all the Directors
- Passport size photographs of all local Directors. This is not applicable to foreign directors
- Percentage of the shareholding for each director
The Company formation process in another name also applies to Private and Public Limited Liability Companies. At Briantony International Consultancy, we also offer company formation of foreign businesses and Sole Proprietorship.
Our company registration services include private company registration, public limited company registration, foreign company/business registration, Kenya Company registration for foreigners, Foreign Company formation in Kenya, Business name Search and Reservation, Business Name registration, company registration search Kenya, how to start a company in Kenya, how to register a sole proprietor company in Kenya, changes within the Business names, Special Resolution, online company/business registration in Kenya, Form CR 8 – Notice of residential address of Director or change of Address of Director of Company, Form CR 7 – Notice of change of directors particulars, increase of Nominal Capital, List of directors CR 12, CR12 document Kenya, Search registered companies in Kenya and Huduma Center services in Kenya.
Briantony International Consultants also offers Company Pin registration and other services offered by Kenya Revenue Authority (K.R.A)
COMPANIES ACT 2015 AND ITS IMPLICATIONS ON HOW TO REGISTER A COMPANY IN KENYA
The new Companies Act under a Section 28 stipulates that unless the articles of a company specifically restrict the objects of the company, its objects are unrestricted. Therefore, under this Act a company has the power to pursue any object unless it is expressly disallowed under its Memorandum of Association. This clause greatly expands the scope of business that may be conducted by companies in Kenya. Furthermore, the provision will alleviate the rigorousness involved in drafting the Memorandum and the detailed nature of the objects clause.
Notably, section 33 of the Act further stipulates that the validity of an act or omission of a company may not be questioned on the ground of lack of capacity as to a provision in the constitution of the company.
In accordance with that provision , the conduct by a company of an object barred under the Memorandum of Association would be lawful.
Company limited by guarantee
According to section 9 (1) (b) of the Companies Act 2015, a company limited by guarantee cannot be a private company. Further, under section 7 (1) (a) of the Act such a company cannot have a share capital. This contrasts with the position under the repealed Companies Act which allowed a private company to be limited by guarantee and further to have a share capital. However it is worth noting that, under the new Companies Act, a company registered before commencement of the Act as a company limited by guarantee but having a share capital is not prohibited.
Duties of Directors
Under the former Company Law, the fiduciary duties of directors were solely prescribed under the common law of England as adopted in Kenya under section 3 (1) of the Judicature Act. However, with increasing awareness of corporate governance principles, the Companies Act 2015 has adopted these duties into its statutory provisions and therefore prescribes Directors’ duties as follows:
- To promote the success and growth of the company;
- To exercise independent judgment at all times;
- To exercise reasonable care, skill and diligence;
- To avoid conflicts of interest totally
- Not to accept benefits and gains from third parties
These duties are enforceable in the same manner as any other fiduciary duty bestowed to a company by its directors.
According to the old Companies Act, every company was required by Law to have a company secretary. However, the Companies Act 2015 only makes it mandatory for public companies to appoint a company secretary. private company is not required to have a company secretary unless it has a paid up capital of five million Kenya shillings or greater.
Written Company Resolutions
Under the old Companies Act, it was a mandatory provision for the resolutions of the Company to be ratified at the general meeting of members. However, section 255 (1) of the Companies Act 2015 allows a private company to pass a resolution as a written resolution instead of passing it at a meeting of the members. Alternatively, copies of the written resolution will be delivered to the members together with a statement informing the members on how to signify agreement to the resolution and suggesting the date by which the resolution is required to be passed.
Written resolutions are very efficient and cost effective as they do away with the requirement for private companies to issue notices for meetings. Further, they negate the need for physical presence by member at the meetings. Members are able to pass resolutions without necessarily attending company’s general meetings. There will also be lesser need for appointment of proxies by absentee members to to attend the general meetings and vote on their behalf because the voting can be conducted anywhere.
Conversion of Shares to Stock and vice versa
Under the old repealed Companies Act, a company could by ordinary resolution convert any of its paid-up shares into stock and reconvert any stock into paid-up shares of any denomination. However, the Companies Act, bars the conversion of the shares of a company into stock.
Issuance of Share Warrants Prohibition
In accordance with the repealed Companies Act, companies limited by shares either public or private could issue share warrants. Share warrants are instruments and documents that give a right, option and privilege to the holder to acquire shares within a specified period time and at a specified price. The share warrants entitles the bearer to the shares specified. Share warrants are transferable by delivery and are thus negotiable instruments.
In view of the foregoing, section 504 (1) of the Companies Act 2015 prohibits the issuance of share warrants. A share warrant issued in contravention with the Act shall be void.
or those of its holding company. The Companies Act 2015 adopts a different approach. Under section 424 (1) thereof, a limited company is generally prohibited from acquiring its own shares, whether by purchase, subscription or otherwise. However, under sub-section 2 a limited company having a share capital is allowed to purchase its own shares in accordance with the provisions of the Act. Further, section 449 allows a private limited company to purchase its own shares out of its capital. Shares that have been purchased or acquired by the company out of distributed profits and thus are part of its assets are known as treasury shares.
Electronic lodging of documents
The Companies Act 2015 has empowered the Registrar of Companies to formulate regulations that allow documents or documents of a specified class to be filed with the Registrar for registration purposes by electronic mode. These regulations once enacted will finally approve the adoption of an electronic Company registry where business and payments can be efficiently conducted electronically.
Exemption from Audit Requirements
The Companies Act 2015, Section 711 (1) exempts small companies from the audit requirements. . The law stipulates that a small company is the one whose turnover is not more than 50 million Kenya shillings and the value of its assets is not more than 20 million Kenya shillings and has less than 50 employees.
Age requirement for directors
The repealed Companies Act, had the minimum age for qualification for appointment as a director as 21 years of age. The Companies Act 2015 has reduced the minimum age qualification for directors to 18 years.
Winding up or Liquidation of companies
The law on winding up and liquidation of all types of companies in Kenya is Governed under the new Companies ACT and Insolvency Law Act 2015 as below:
- By the Court
- Subject to supervision of the Court
Winding up by Court (compulsory winding up)
It is winding up following an order of the High Court to that effect. The New Companies Act, section 218 gives the High Court jurisdiction to wind up any company registered in Kenya. Please note that such winding up may only take place under these conditions set by section 219 of the new Act,
1.The company by special resolution has resolved to be wound up by court;
2. Where default is made by the company in lodging to the registrar the statutory report or on holding the statutory meeting;
3. When the company does not start business within one year of registration or suspends its business for more than one year;
4. Where the company is unable to pay its debts and thereby insolvent
5.Where the court is of the opinion that it is just and equitable to wind up the company;
6. In the case of a company registered outside Kenya and carrying on business in Kenya, the court will make an order that the company be wound up if winding up proceedings have been instituted against the company in the country where it is incorporated or in any other country where it has established business.