OUR SERVICESCompany Registration in Kenya

How to Register company in Kenya online 2020 and 2021

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. We register different types of companies in Kenya.  Briantony is well versed with ecitizen company registration process in the Business Registration Service Portal ( BRS).

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.

BrianTony International Consultants

We are a professional Firm duly Registered and company secretarial services (CPS) or Corporate secretarial services Kenya, Company Registration in Kenya Services, Foreign Company Registration in Kenya services, Management Consultancy, Management, Legal and Corporate Training, Company and commercial Law Services (In conjunction with in house Licensed Advocates) among other services here in Kenya and Africa at large .

Nairobi, Kenya
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How to Register a Company in Kenya 2019 and 2020- Company Registration

1. Business Name Search and ecitizen business registration

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. However the applicant can opt for Model Memorandum and Articles of Association available on the Business Registration portal (BRS)

3. Stamp duty Payment

Once the Memorandum & Articles of Association are prepared, we will lodge the documents with the Kenya registrar of companies . There is no payment of stamp duty under the new companies ACT 2015.

4. Online Company Registration in Kenya forms

We will forward the documents to the Registrar of companies in Kenya together with these company registration forms.

    • Form CR 1- Company registration form cr1 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.

Ecitizen Business Registration

Our company registration services at Ecitizen business registration portal include private company registration, public limited company registrationforeign company/business registration,  Kenya Company registration for foreignersForeign Company formation in Kenya, Business name Search and Reservation, Business Name registrationcompany 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 , Huduma Center services in Kenya and Registrar of companies Kenya portal

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.

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:

  • Voluntarily
  • 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.

Registration of public limited company in Kenya

Below are the requirements for a Local Public Limited Company as per the New Companies Act 2015
In the new Act, a Public Limited Company is defined under Section 10 to mean;
A company whose articles permit its members to the right to transfer their shares in the company
Its articles does not prohibit invitations for the public to subscribe for shares or debentures of the company and
A company whose incorporation or formation states that is a public company
The process of registering a public limited company shall be completed upon meeting of the following requirements.
Company name proposed for name search approval.
Company objectives. The nature of Business and activities the company will
Names of the shareholders in Full.
Names of the Directors in full if different from the shareholders.
If any of the directors are foreigners then a Kenyan director and shareholder is needed. Briantony can also act as their Kenyan nominee director at a nominal fee since the new Companies Act provides for a minimum of 2 directors for a public limited company.
Postal and Email address and Telephone Numbers of the shareholders and Directors.
Number of shares to be held by each shareholder.
Proposed Company’s physical address and the Directors. The Physical Address shouldincludes road, plot number, town, county.
Copy of ID / Passport of the Shareholders / Directors.
Passport photos of the Shareholders / Directors.
Copy of iTax PIN certificate of the Shareholders / Directors.

The documents to be filed for registration are CR 1, CR 2, CR8, CR 10, CR 12 and Statement of Nominal Capital
Under Section 516 a public limited company cannot be issued with a trading certificate unless it meets the minimum kshs 6,750,000 nominal value of a public listed company’s allotted share capital. The Public Limited Company should have a Company Secretary at all times.
Initial Nominal capital is exempt from payment of Stamp duty.

If You want fast and reasonably priced Company Registration Contact Briantony International Consultants

What is Limited Liability Partnership ?

A limited liability partnership is a hybrid of both partnership and a company. Some of its characteristics are similar to a company. For an LLP once it’s registered the members are separated from the business and hence it can exist on its own. An LLP like the other business entities are registered under the business registration department. Procedure of registering an LLP is as follows:

3 proposed names from the partners
Nature of business
Location of the business
Copy of the partners ID and KRA pin
If it’s a company certificate of incorporation of the companies
Detailed residential address of the partners
Email, postal address and phone numbers of the partners
Passport size photographs of the partners

After lodging of the documents you are to fill a New Registration LLP 1 and you are issued with a certificate of incorporation, Conversion of unlimited company, Business name and a limited liability partnership to a company

In additional to the registration of companies, business name and winding up an individual is allowed to convert unlimited companies, business name and a limited liability partnership to a Limited liability company and the procedure is as follows:
Conversion from a Limited liability company to a Limited liability partnership:
Under section 24 and 25 of the Limited liability acts provides for private companies and partnership to be converted into a limited liability partnership and this are the requirements:

Link of the business to the system
Special or ordinary resolution from the members
Certificate of incorporation
Fill the limited liability partnership 7 form
Certificate of conversion from the registrar
Copies of the directors Kra pin, ID, passport size photographs

Conversion from a business name registration to a Limited liability company.

link your company to the system
Click on maintaining a company then to cessation of Business name to convert under form BN 6 to deregister the business name.
Attach a copy of your current Business name registration and a signed copy of the BN 6 form
After successful application the registrar will issue a certificate of cessation to convert whereby you will be allowed to proceed to register the company as a limited company and fill out the forms CR 1, CR2, CR8 and statement of nominal capital which have been provided on the Limited Liability company section

Conversion of unlimited company to private limited company requirements is as follows:
A special resolution must be passed ratifying that the company may be converted to a company Limited by Shares or Limited by Guarantee;
Confirmation that the company has not previously been registered as a Private Limited Company;
That the Company has changed its Name and its Articles of Association to reflect its new status as a Private Company, Limited by Shares or by Guarantee
Confirming that the company has been linked to the system;
Confirmation that an application for Registration of the Conversion has been lodge and the documents CR17,CR15,CR18 and CR19 have been lodged:
A statement confirming the Company’s new Name once the Conversion has been officially Registered; and
The Application for Registration of Conversion must be accompanied by a copy of the Resolution Converting the Company into a Private Limited Company.

Transfer of shares and change of directors is normally lodged at the business registration section under the office of the Attorney General by a certified public secretary of Kenya Requirements are as follows:

General Requirements

Memorandum and Articles of Association of the companies which have not adopted the model provided for by the companies act 2015.
In addition the company must file interim returns for current incomplete years.
Obtain minutes for the meeting in which the resignation of directors and appointment of new director(s).
File CR 19 -notice of special/ordinary resolution required by companies act to be lodged with registrar.
File CR 18 , CR 15 and CR 17
Copy of Certificate of Incorporation
Filling of all its annual returns for the previous years with the registrar of companies.

Requirements for New Director(s)

Obtain consent from the person(s) being appointed as director(s).
Obtain residential address of the new director and
File CR 8 -Notice for residential address/change of address of director(s) of company)
Obtain copies of PIN, National ID or Passport and passport size photo for the new director
File CR 6 -Notice for appointment of new director(s) and their particulars.

Requirements for resigning Director

Obtain written resignation letter from the outgoing director (s)
File CR 9 (Notice of cessation of office of directors)
Obtain an affidavit indicating that you are willingly resigning as director(s) and transferring your interest/shares to another director(s).
Transfer of Shareholding
The parties involved i.e. the resigning director and the new director should sign a transfer form (Form of transfer).
The company secretary will then assess the stamp duty and have the transfer lodged (registered) at the Registrar of Companies.

Confirmation of the Transfer

Once the changes have been effected successfully, the company Secretary requests for the new list of director(s) and their shareholding by obtaining the CR 12 from the company’s registry

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