Briantony International Consultants have qualified staff who will handle the private limited registration in Kenya as well as incorporation of a Foreign company in Kenya and legal procedure on your behalf from start to finish within the shortest time possible. we obtain company registration certificate Kenya for you fast, We are duly appointed e-citizen agents.
We also will walk you through the process of establishing a company in Kenya after the entire registration process which include the legal compliance. Legal compliance entails obtaining the relevant business permit in Kenya.
We are very competitive in both registration of online company registration in kenya and Foreign company registration in Kenya and once you engage us we will get your company registered in record time. Sometimes because of our efficiency the company incorporation process in Kenya can as short as three (3) days when company registration certificate Kenya is printed.
Registering a company in Kenya has been made much easier by Briantony’s culture of professionalism.
Procedure for handling local Private limited company registration in Kenya.
Like in many other functional jurisdictions and economies worldwide the Kenyan business environment is also defined by a set of legal regulations.
Company incorporation in Kenya is 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.
The ACT provides for all the steps necessary to register a company in Kenya.
We register different types of companies in Kenya.
At BrianTony, we are familiar with the E-citizen platform which anchors the Business Registration Service Portal where both Business Name and Company Registration takes place.
Please contact us today for an affordable quote rate.
With the enactment of the New Companies Act, No. 17 of 2015, the procedures for business registration in Kenya and Private Limited Company registration in Kenya, including Foreign company registration in Kenya have really changed.
As opposed to the previous legal regime, Cap 486, the process of registration of Limited company was merged together with the name search and reservation. This means that when registering a company, you have to input the 3-5 proposed names then fill in all the required details necessary for company registration then pay the registration fees and submit. Once this has been done the registrar will reserve the name that is found suitable, consequently, a Certificate of Name reservation is issued and is downloaded from the E-citizen account of Briantony. The validity of a reserved name is 30 days.
Once a name has been reserved, the registrar scrutinizes the submitted registration details and once they are confirmed to comply with the required standards, the application is escalated to approval at which stage registration follows.
Private limited Company registration is completed within 3 days by Briantony International Consultants.
The applicant will be also required to engage 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).
It is also possible to adopt the model Memorandum and Articles of association as well as to supplement them by uploading personal and specific memorandum and articles of association as may be necessary to suit the specific company under registration.
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. This has made registration quicker as stamp duty payment was a tedious process that took a lot of time.
We will forward the documents to the Registrar of companies in Kenya together with these company registration forms.
Form CR 1- Registration form CR1 is signed under the guidance of our firm registering your organization.
Application to register including the proposed name or as reserved ,the registered office, liability of members (whether limited by shares or by guarantee),the type of the company or if private or public and the name, consent of the initial director and secretary of the company.
The form combines the application for company registration, KRA PIN, NHIF, and also NSSF registration.
Since the digitization of registration through the e-citizen platform, the time to register has drastically been reduced. Today registration takes three days upon submission of the required details and upon making payment.
Upon approval and registration there is issued a Certificate of registration and a CR12 which are posted on the directors’ and secretary’s E-Citizen portal for downloading. We are the best ecitizen agents
The KRA PIN of a newly registered company is issued immediately upon registration. The company secretary will follow up to obtain it at the KRA headquarters.
The Company formation process in another name to Private and Public Limited Liability Companies.
At Briantony International Consultancy, offer formation of foreign businesses and Sole Proprietorship.
Form CR 8-Notice of residential address of Director or change of Address of Director
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 offers Pin registration other services offered by Kenya Revenue Authority (K.R.A)
The new Companies Act under a Section 28 stipulates that unless the articles of a company specifically, restrict the objects of the company and its objects are unrestricted.
Therefore, under this Act a company has the power to pursue any object unless 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.
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 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.
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.
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 and 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.
The Companies Act 2015 has empowered the Registrar of companies to formulate regulations that allow documents as well as 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 payments can be efficiently conducted electronically.
The Companies Act 2015, Section 711 (1),exempts small companies from the audit requirements which stipulates that a small company is the one whose turnover is not more than 50 million Kenya shillings, the value of its assets is not more than 20 million Kenya shillings and also has less than 50 employees.
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, company objectives.
The nature of Business and activities the company will also undertake, names of the shareholders in Full and 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 act as their Kenyan nominee director at a nominal fee since the new Companies 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. and Physical Address should includes, 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 such as 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.
The law on winding up and liquidation of all types of companies in Kenya is Governed under the new Companies ACT and also Insolvency Law Act 2015 as below:
It is winding up following an order of the High Court to that effect of company registration procedure 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.
Below are the requirements for a Local Public Limited Company as per the New Companies Act 2015 ,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 articles does not prohibit invitations for the public to subscribe for shares or debentures of the company and 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.
Conversion of unlimited company to private limited company requirements is as follows:
A special resolution must be passed ratifying that the company may be also 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 also 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; through an application for Registration of the Conversion has also been lodge and the documents CR17,CR15,CR18 and also 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 also change of directors is also 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:
The parties involved i.e. the resigning director and also the new director should sign a transfer form or Form of transfer
The company secretary will then assess the stamp duty and also have the transfer lodged or registered at the Registrar of Companies.
Once the changes have also 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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