How to Register a Company in Kenya

How to register a company in Kenya:

Table of Content

  • Introduction
  • Effect of Registration of a company 
  • How to Register a Company in Kenya
  • Name Search and Reservation
  • Requirements for the Registration of a Company in Kenya
  • Incorporation of a limited company in Kenya
  • Conclusion
  • FAQs

Introduction

A company is a group of people coming together to legally form a corporation to conduct and engage in business. A company may be formed for commercial, industrial, or enterprise purposes by individuals with a common goal.

For a company to carry out its activities here in Kenya, it must be registered with the Registrar of Companies. Failure to register a proposed company will result in its lack of legal existence because registration is a prerequisite to the formation of a registered company.

Effects of a company’s registration

  1. The start of the company’s legal existence is the date specified in the certificate of incorporation. As a result, if the certificate has an inaccurate date. As the actual date the firm was registered, that one will be used (conclusiveness of a certificate of incorporation)
  2. The corporation is a “body corporate” as a result of its registration. It then becomes a company or legal entity with the name stated in the memorandum.
  3. After the registration, the company must be treated as any other independent individual with rights and obligations that are suitable to it after it has been registered.

How to Register a Company in Kenya

 

Creating an E-citizen account

The requirements for setting up a company in Kenya, First and foremost, a person must have an E-citizen portal. This is done by creating an account through the government services website

  • Visit https://www.ecitizen.go.ke/ to create your eCitizen account. In the upper-right corner, select “Create an account.”
  • Enter your Foreigner Certificate number if you are a foreigner residing in Kenya rather than your Kenyan alien number when creating your E-citizen portal.
  • Directors who reside overseas and are not Kenyan citizens are permitted in Kenyan corporations. To access eCitizen and submit some forms, however, at least one of the directors must be a Kenyan citizen.

The registration process is currently being done online through the E-citizen portal, and one does not have to go through the process of going to the Registrar’s offices for filing and registration.

For the registration of a company in Kenya, it is usually done by any person who can access the e-citizen portal and professionally it is done by a certified company secretary, commonly known as a CS, who is the person that fills and executes the company registration forms on behalf of the directors of a company and its members.

Business Name Search and Reservation

Previously, one would apply for a first name and search reservation under the business name registration and proceed to registration as the second step. However, currently, with this new regime, the name and search and business name registration processes have been merged into one step where one submits their choice of three (3) preferred names and the full application on the E-citizen portal.

Therefore, if one of the submitted names is found suitable, it is then reserved and registration proceeds to conclusion within a few business days after paying for the name reservation and registration services without further input from the applicant.

It is significant to remember that the submitted names should be in the order of priority and only one name is reserved for registration. In the event that the proposed names may be similar or have already been used by an existing company, the Registrar will send a correction notice to the applicant requesting to submit a set of new names.

Requirements for the Registration of a Company in Kenya

After the name search and reservation have been successful, the following are additional requirements for registering a company in Kenya:

  • Goals of the Company, that is, the type of Business activities the company will be engaging into.
  •  Full names of the Directors and shareholders
  • Residential address of the Directors, that is, locality, apartment or estate or nearby road.
  • Contact information of the director shareholders, that is, Postal address email address and telephone number.
  • How shares will be allocated to each shareholder of the company
  • A Copy of the Identification card / Passport of the Director shareholder
  • Passport-size photos of the Director shareholder
  • A Copy of the KRA PIN certificate of the Director shareholder
  • Proposed Physical address of the company, that is, L.R. No/Plot number, building, road, county, and country.
  • Email address of the company, preferably a new email address specifically for the new company.
  • Contact information of the company, basically, phone number and postal address.
  • Name – a person’s full name as they appear on your Identification card /Passport shall be required for the application.
  • Profession – the type of work that the directors do, such as accountant, pastor, human resource manager, sales marketer, information technology expert, and so on. If you don’t have a profession, just type “businessman” or “businesswoman” instead.
  • Physical Residential Address – This information is necessary when filling in the details on the residential address Form CR8 which requires all directors to provide their residential address. Including the LR number, name of the building, street-lane, town, county, and country.
  • Postal Address– All directors are required to provide their postal address for purposes of registration and if one does not have a postal address, they can register one with Posta Kenya.
  • Share Allocations: At least one share must be allotted to each director. There are 1,000 shares total that are up for allocation. You can decide how to divide your 1,000 shares into different percentages, such as 60/40 or 50/50. However, you can hold 100% of the shares if you are only one director.
  • Proof of Identity Documents: the following identification documents must be provided for the registration application. Failure to do so may lead to rejection of the application by the Registrar of Companies.
    • Identification card or Passport document – the identification documents can be scanned and uploaded to the platform or one can attach photocopies instead.
    • Kenyan directors and shareholders will be required to produce their KRA PIN certificate. Nonetheless, foreigners won’t be required to do so.
    • A passport photo will be required with a white background showing all your facial features.

Incorporation of a limited company in Kenya

To incorporate a company the following documents should be filed with Companies Registry or uploaded on the Ecitizen platform.

Articles and Memorandum of Association

The Memorandum of Association highlights the company’s objectives, the value of each company shares, and specifies how many shareholders the company has. The Articles of Association contain the company’s regulations and laws. It enumerates the rights of all members, the powers of the company’s directors, and each member’s liability, as well as how directors are to be designated and terminated from their roles.

  • Form CR1—Application Form for Company Registration

Fill in the name of company and the address of the proposed location. The names of the directors and shareholders and their contact details (including those living outside Kenya). Scan copies of each director and shareholder’s identification cards and color passport photos and upload them on the E-citizen portal.

The type of company can be a private company, a public company, or a company limited by guarantee or shares. After all the information has been processed, the Form CR1 can be downloaded in pdf form and sent to the directors for signing. Once duly signed and stamped by the certified company secretary, it is then uploaded back to the E-citizen portal for verification by the Registrar.

  • Form CR2—Memorandum for Share Capital Company

This form entails the version memorandum for a company with share capital. With the online registration, an applicant can decide to adopt the drafted memorandum of association provided in the Company Act of 2015, draft their own or improvise on the already provided one by the Act. The chosen memorandum is then generated by the E-citizen portal as Form CR 2 that is later signed by the directors and stamped with the certified company secretary’s official stamp and uploaded back to the E-citizen portal.

  • Form CR8-Notice of Director(s) Residential Address

It is a requirement by the Kenyan government that companies furnish the government with the director(s) official residential addresses (including the ones living abroad).

After filing in the directors’ residential addresses, the E-citizen portal then generates the Form CR8 with all the directors’ details and then it is duly signed and stamped by the certified company secretary’s official stamp and uploaded back to the E-citizen portal.

  • A Statement of the Nominal Capital Shares

A Declaration of Nominal Capital Shares of the Company. The statement of the nominal capital is exempted from stamp duty under the new company regulations. It is significant to note that companies that possess a nominal capital of over Kshs. 500,000/- are mandated to have a certified company secretary for the company by law.

After having done all of the aforementioned, requirements adhered to and a suitable name has been reserved, A Name Reservation Certificate is issued and made available for download from the E-citizen portal. The application is then forwarded for approval for registration by the Registrar of Companies.

Upon successful application, a Certificate of Incorporation is then issued together with a CR12 by the Registrar of Companies.

The company registration process takes between 2 to 3 days to be completed and if there are any amendments that need to be done then utmost 1 week for completion of the process.

The Kenya Revenue Authority then generates a KRA PIN for the newly incorporated company which facilitates bank account opening and any other future business transactions.

Conclusion.

In conclusion, these are the requirements to register a company in Kenya, once all the above-mentioned requirements and statutory needs are fully adhered to then clearly the registration of a Company is not cumbersome. And with the new online registration systems company registration has been made easier, simpler and faster for all the Kenyan citizens and even foreigners.

FAQs.

 

  1. What are the documents required for a company to register?
  • The following are the necessary documents required for the successful registration of a company in Kenya:
  • Identification Documents/ Passport
  • KRA PIN Certificates
  • Passport size photos
  • Duly signed Company registration form -form cr1
  • Duly signed memorandum of company with share capital- form cr2
  • Duly signed notice of registered address – form cr8
  • Duly signed Statement of the nominal Capital of the company
  1. Can one person register a Company in Kenya?
  • With the new Company Act, a person or a group of people can form and register a Company in Kenya. Therefore, yes one person can register a company and carry on with its business activities. Locals and foreign nationals may openly and without any restrictions register a company in Kenya.
  1. How do I register a Company in Kenya 2022?
  • Nowadays in Kenya the registration of companies and businesses is done online through the Ecitizen platform. One needs to sign up and create an Ecitizen account, where you can reserve a name and proceed to register your company or business and after the registration is done the certificate of incorporation can be downloaded and printed from the same platform.  
  1. Can one director register a Company in Kenya?
  • According to the New Company Act of 2015, the statutory requirement is a minimum of 1 director, and he/she must be above 18years. A person can be both the director of the company and the sole share-holder as well.
  1. How long does it take to register a Company?
  • The Kenyan government will verify the submitted forms, provide scans and copies, and jointly work with the KRA to ensure registration of your company in about a week. The Certificate of Incorporation will be made available on your eCitizen online platform once everything has been approved and your company has been formally registered.

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