Register a foreign company in Kenya

In East Africa, Kenya stands out as one of the best economic zones, attracting investors around the world. If you are a foreign investor looking to register a foreign company in Kenya, mastering the process of registering a foreign company in Kenya is important. This blog outlines the legal steps to help you register your business efficiently and seamlessly.

Why register a foreign company in Kenya?

Kenya’s strategic location, improved infrastructure, growing population and business-friendly policies make it an ideal hub for businesses in East Africa. While registering a foreign business in Kenya, always ensure that you comply with the local laws.

Foreign companies operating in Kenya are regulated by the Companies Act, 2015. A foreign company incorporated outside Kenya but establishing a place of business within the country. The Act outlines the procedures and requirements for registration, ensuring legal compliance.

In addition, other legislative frameworks impact foreign companies, particularly in terms of tax, labour and social compliance:

• Income Tax Act: Foreign companies operating in Kenya must register for a PIN with the Kenya Revenue Authority (KRA). They are subject to taxation on income accrued or derived in Kenya. This includes corporate tax, withholding tax, and Value Added Tax (VAT) obligations.
• National Social Security Fund Act: This Act mandates foreign companies operating in Kenya to register their employees with the NSSF. Contributions to the fund are compulsory and ensure employees’ access to social security benefits such as pensions and retirement benefits.
• Social Health Insurance Act: Foreign companies must also comply with the provisions of this Act, which requires employers to contribute to the national health insurance scheme for their employees.

What are the requirements to register a foreign company?

A foreign company in Kenya should submit the following documents: –

1. A certified copy of a current certificate of the foreign company’s incorporation or registration in its place of origin.
2. A copy of the National ID and passport photo of the company’s local representative
3. A certified copy of the company’s constitution from its place of origin.
4. A copy of the company’s Memorandum of Association.
5. Recent coloured passport photo(s) of the directors of the parent company.
6. Identification documents of the directors of the parent company
7. Relevant documents relating to the nature of the business of the company.
8. A minimum of three (3) to five (5) proposed names for the company
9. Shareholder information of the shareholders of the company

10. Foreign company’s address and that of the Directors (Telephone, postal address and physical address) of the company in Kenya

Procedure for registering a foreign company in Kenya

Name Reservation

The applicant is required to conduct a name search on the eCitizen portal to ensure the proposed company name is unique and available.

Appointing a local representative and registering the office address

The law requires foreign companies to appoint at least one local representative. This individual will be the point of contact for legal and administrative matters.

Also, the applicant is required to provide the physical address of the company’s principal place of business in Kenya. This must include the postal address and exact location.

Launching the Application

The Registrar of Companies is responsible for business registrations in Kenya. Registration is done via the eCitizen portal. The documents required to accompany this application are;

• A certified copy of a current certificate of the foreign company’s incorporation or registration in its place of origin.
• A certified copy of its constitution.
• A list containing the names of its directors and shareholders and their personal details.
• A list of directors who reside in Kenya and directors who are members of a local board of directors.
• A memorandum that is duly executed by or on behalf of the foreign company and states the powers of those directors.
• A notice of address if it has in its place of origin a registered office for a law there in force, or otherwise its principal place of business in its place of origin.
• Approval for the application.

The registrar approves the application for registration and registers the company by entering its name, a unique number and other particulars in the Foreign Companies Register.

Issuance of Certificate

The registrar issues a Certificate of Compliance that states the name of the company, the unique number of the company, the date of registration as a foreign company and the date of incorporation in its place of origin. A certificate is conclusive evidence that the requirements relating to the registration of a foreign company have been complied with.

Conclusion

Registering a foreign company in Kenya is a strategic step for any business aiming to tap into Kenya’s business potential. By following the outlined steps and ensuring compliance with local laws, you can establish a robust foundation for your operations in Kenya. However, the process may be daunting, but partnering with a business consultancy company like Afrilink Consultants makes your work simple. Let us handle the paperwork as you focus on getting funds for your business. For assistance, reach out to us at;

To set up a foreign company in Kenya, reach out to our experts at;

📩 clientservice@afrilinkconsultants.com

📞 Call: +254707280366

🌐 Visit: https://afrilinkconsultants.com/