Process of registering a foreign company in Kenya

Kenya has been known for its vibrant and resilient economy. It has emerged as a prime destination for entrepreneurs and investors globally. Due to an impressive upward economic trajectory, the country offers a strategic hub for business operations in Africa. The government has also created a conducive environment for foreign investments through numerous reforms that facilitate easier business operations and registration.

 A foreign company may establish operations in Kenya by putting up a branch or registering a subsidiary company. The establishment of a branch office in Kenya is the formal recognition of a foreign company’s presence in the country. The purpose of the registration is to establish a local office of the foreign company as opposed to incorporating an entirely new company that is separate and distinct from the foreign company.

However, registration of a branch office is a straightforward process. The Companies Act requires certain documents and statutory forms to be filed with the Registrar of Companies.

Documents Required for Registration

To complete the registration process, the following information and documentation must be submitted for verification to the Companies Registry:

1. A copy of the company’s certificate of incorporation or other similar document evidencing the incorporation as a company P.S. (if the document is not written in the English language, translation will be required.
2. An updated copy of the company’s constitution documents
3. Details of the company’s directors and company secretary  
4. Details of any subsisting legal charges (securities) issued by the company except where the charge relates to property solely held outside Kenya, if any
5. Names and postal address of a service process agent
6. Address of the company’s registered or principal office in the country of incorporation
7. The company’s place of business in the country.

Upon the submission of the above documents, the company shall be formally recognized as a foreign company that has legally established a branch in Kenya and will be given a certificate of compliance.

Establishing a subsidiary company 

The establishment of a subsidiary company involves setting up an entirely new company that is separate and distinct from the foreign company. The subsidiary may be owned wholly by the foreign company. To establish a subsidiary company in Kenya, one has to submit the following information and documents to the Companies Registry.

1. Name of the company 
2. Memorandum and Articles of Association of the company
3. Details of the company’s directors and secretary
4. Details of beneficial ownership
5. Details of the full address of the company’s registered or principal office in Kenya.

Upon the submission of the information through prescribed forms and payment of the requisite government filing fees, the Registrar shall peruse the documents to ascertain that they meet the requirements of the Companies Act and if satisfactory as to their conformity, shall issue a Certificate of Incorporation to the Company.

It is worth noting that foreign branches are charged a corporate tax of 37.5% while an incorporated subsidiary will be liable to pay a 30% corporate tax.

In addition, companies registered locally are also required to register with social security and health funds, through which employer and employee contributions are made.

If you are having any difficulty with the process, Afrilink Consultants provides full advice on labour-related issues since Kenya has comprehensive labour laws that provide for minimum terms and conditions of employment.

We also advise on the procurement of such consents, approvals and licenses as may be required under Kenyan law to carry out its business in Kenya legally.