Procedure for Company Registration in Kenya 2026
The procedure for Company registration in Kenya involves following the set legal requirements outlined under the Companies Act 2015 and the Company Regulations. With various business structures available for registration in Kenya, understanding the requirements ensures compliance and smooth business operations. This blog gives essential requirements for company registration in Kenya.
1. Choose the right business structure
Kenya offers multiple business structures tailored to different business needs:
- Private Limited Company (Ltd): The most common type of company, offering limited liability to shareholders and a flexible structure suitable for small and medium enterprises.
- Public Limited Company (PLC): Suitable for larger companies intending to raise capital from the public; requires a minimum of seven shareholders.
- Company Limited by Guarantee: Ideal for non-profit organisations, charities, and foundations. Members act as guarantors rather than shareholders, and profits cannot be distributed to them.
- Branch of a Foreign Company: This allows a foreign entity to operate in Kenya without establishing a local subsidiary. However, it must register with the Registrar of Companies.
- Limited Liability Partnership (LLP): A hybrid structure offering partners limited liability while retaining partnership flexibility.
Having clearly defined objectives for your business can help you settle on the ideal form of the company.
2. Conduct a Name Search
Choose a unique name for your company. Use the Business Registration Service (BRS) on the eCitizen platform to verify the availability of your business name. The name must not be similar to an existing business name. You must provide at least three proposed names in order of preference. The Registrar of Companies will conduct a name search to ensure that the chosen name is not already in use or is not too similar to existing company names.
3. Provide Shareholding Structure
Outline the company’s ownership by determining how shares will be distributed among shareholders.
- Minimum Requirements: At least one shareholder and one director (who can be the same person).
Under section 14(2)(c) of the Act, the rights associated with shares in a company include:
- Voting Rights: The ability to vote on company matters, including rights that arise in specific circumstances.
- Dividends and Distributions: Entitlement to receive profits or other distributions.
- Participation in Return of Capital: Rights to partake in capital returns, including during liquidation.
- Redemption of Shares: Whether shares can be redeemed by the company or shareholder and any associated terms and conditions.
4. Provide Identification Documents of Directors and Shareholders
All directors and shareholders must provide valid identification, which includes:
- National ID and KRA PIN for Kenyan Nationals
- For Foreign Nationals: Passport and visa details.
It is also critical to provide beneficial ownership details. This natural person ultimately owns, controls, or benefits from a company, even if their name does not appear on formal documentation such as shareholder or director registers.
5. Registered Office Address in Kenya
Your company must have a physical and postal address within Kenya for official correspondence and tax purposes. It includes:
- Exact location (street, building, room number).
- Valid email address and contact phone number.
6. Memorandum of Association and Articles of Association
The Memorandum of Association outlines the company’s constitution and objectives.
The Articles of Association contain the rules and regulations governing the company’s internal affairs and internal management, including decision-making processes, director roles, and shareholder meetings. The shareholders prepare the documents, though they can adopt the templates provided by the Registrar of Companies with or without modifications.
7. Appoint a Local Director or Company Secretary
Foreign companies must comply with the requirement to appoint either:
- A Kenyan Director to ensure local compliance.
- A Certified Company Secretary registered with the Institute of Certified Public Secretaries of Kenya (ICPSK).
8. Pay Statutory Fees
Government fees are payable via the eCitizen portal and include:
- Name Reservation Fee
- Registration Fees
9. Submit the Application
Upon payment of the relevant government fees, submit the completed application forms and required documents to the Registrar of Companies through the eCitizen portal. The Company Registrar will review the documentation to ensure everything is in order; they will request a correction if something needs to be edited or provided.
10. Obtain a Certificate of Incorporation
Upon successful registration, the Registrar of Companies will issue a Certificate of Incorporation. This certificate confirms the company’s legal existence and allows it to commence operations.
11. KRA Pin Registration
For the company to be tax compliant, it is essential to register for the Kenya Revenue Authority (KRA) PIN. This certificate is necessary for tax compliance and enables the company to fulfil its tax obligations. The KRA PIN is also required to open a company bank account.
Conclusion
Registering a company in Kenya involves several essential steps and requirements. Following this guide highlights the procedure for company registration in Kenya, ensuring a smooth and efficient registration process, setting a foundation for your business. For expert company registration assistance, partner with Afrilink Consultants.
📩 clientservice@afrilinkconsultants.com
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