Company Registration In Kenya has always been a problem for many individuals and foreigners in Kenya because of the bureaucracy and documents required.
With the introduction of the Companies Act 2015 and digitalizing every process online, company formation and registration has now become a walk in the park.
The Companies Act 2015 can be obtained from the Kenya Law website or office of the Attorney General website
Guidelines to the Companies Act 2015
A person who wishes to incorporate a company should apply to the Registrar of Companies with the following set of documents
- An Application and Reservation of a Company name. – Name search and reservation process can be done at any one of the Huduma Centres countrywide or online on the eCitizen Portal.
- A duly filled Form CR 1.- This is an application sent to Registrar of Companies containing
- The proposed company name (as reserved)
- The registered office of the Company
- Liability of members (whether limited by shares or by guarantee)
- The nature of the company (whether private or public)
- The name and consent of the initial director and that of the secretary of the company.
- The form should be accompanied by an application for company registration, KRA PIN, NHIF, and NSSF registration.
- From CR 2 Containing the model memorandum for a company limited by shares or Form CR 3 with a model memorandum for a company limited by guarantee or Form CR 4 together with a model memorandum for a company whose liability is unlimited.
- A Statement of Nominal Share Capital form.
- Notification of directors’ residential address – Form CR8.
- Articles of Association
- Applicants should attach copies of identification document as follows
For Kenyan Citizens
- National Identification Card
- KRA PIN Certificate – PIN
- Colored Passport size photo
For Non-Kenyan Citizens
- Passport pages with biodata
- Colored Passport size photo
Should I Pay Stamp Duty?
No. Company Registration In Kenya, documents are exempted from stamp duty thus eliminating the need for stamp duty assessment.
What is the registration fees?
The registration fee is Ksh 10,000 for all companies regardless of the Nominal Share Capital.
Does my company have to file Articles of Association?
The Companies Act 2015 provides in schedule 3, 4 and 5 model Articles which companies may adopt.
In case applicants adopt the model Articles, they are exempted from supplying them during registration. If the applicants do not adopt such Articles, then they will have to provide their own Articles.
Can a company have only one director?
Section 128 of the Companies Act 2015 provides that a private company is required to have at least one director and a public company at least two directors. It also provides that a company is required to have at least one director who is a natural person.
Can a company have only one shareholder?
Yes. One or more persons who wish to form a company may subscribe their names to the Memorandum of Association.
Do I need to have a secretary?
Private companies with a share capital of fewer than Ksh 5 million are not required to have a secretary. However, all public companies must have a secretary.
Company Registration In Kenya
Company Name Search and Reservation
This is done online through the eCitizen Portal or in any one of the nearest Huduma Centers Countrywide.
Company Registration Application
The Company Registration Application Form may be download from the Attorney’s General website or Huduma Centers. The application for should be accompanied by KRA PIN, NHIF and NSSF Documents together with any other forms needed at attorney-general.go.ke.
Once you have gathered all the documents, submit them together with a sum of Ksh 10,000 at GPO or City Square Huduma Centers, both located in the Nairobi CBD.
Collect Your Certificate of Incorporation with other documents such as KRA PIN, NSSF and NHIF Registration Certificates at the Companies Registry Office.
Business Permit Application
If your company is based in Nairobi, you can apply for the business permit on the Nairobi City County website ePayments.nairobi.go.ke otherwise, for those outside Nairobi should visit their respective county offices for permits.
These are the things that have been eliminated from the process
- The stamp duty assessment on nominal capital, payment
- An Advocate is no longer needed to prepare incorporation documents because standard memorandum and articles of association are now available together with the company application forms.
- The Declaration of Compliance by an Advocate before a Commissioner of Oaths
- Getting a Company Seal is now optional.