How to Register a Company or Business in Kenya

How to Register a Company or Business in Kenya

Registering a company in Kenya is not as hard and complicated as before.
It is easy, fast and convenient to register a company in Kenya whether the company owners are local or foreign. This process is done online through the Kenyan eCitizen platform. The eCitizen is a government profile offering a variety of services like NHIF, KRA, NSSF, renewal of driving license and birth registration among others. It is available in your phone as one can download from play store. Also, you can get the same services in any of huduma centre countrywide. Entrepreneurs can register and get approval through the platform within a couple of days. Registering online one does not need a memorandum of association. Here are the important steps to follow when registering a company in Kenya.

1. Business Name

First, one is required to register with eCitizen and log in. The requirement is an email address and a phone number. Once you have registered and logged in successfully, you have to select the business registration tap on your homepage. The details for registration that you should have prior to registration are;

  • Director’s details; full names, occupation, postal address and physical location.
  • Company details; the name of the company, the physical location of the company and the nature of your business.
eCitizen is a Kenyan Government Portal for services to the public.

eCitizen is a Kenyan Government Portal for services to the public.

2. Name search

As soon as the registration page loads, you will need to choose your business name and type of business. That is, sole proprietor or partnership. The name search results are approved within a duration of twenty-four hours and it is done on official work days. The name may be accepted or rejected depending on the number of similar names available. You are recommended to write at least three names and submit to the registrar of companies. If it is accepted, it will be reserved for at least thirty days. Therefore, you are advised to be viewing the portal as the results are posted there and not in your email address. The name search only costs one hundred Kenyan shillings.

eCitizen Kenya includes Business Registration

eCitizen Kenya includes Business Registration

3. Business Registration in Kenya

Once approval has been done, you are required to fill and submit the following documents:

  • CR1 form

This form includes the proposed name, company office, liability of the associates, type of the company(limited and unlimited), consent of the director, KRA pin, NSSF and NHIF registration.

  • The director and shareholders information, scanned copies of identity cards, passport and coloured passports.
  • Shareholding details of the business.
  • Download and fill the CR8 form of their residential places and address.
  • The nominal capital statement form. This includes the share contribution of each of the members.
  • CR 2 form

This is a model of the memorandum of association which is drafted by the company secretary. It contains the set objects of the company. That is, what the company does on a daily basis.

  • CR 10

This form will apply to businesses which have more than five million nominal share capital.
Registration of companies in Kenya is not only limited to the local community. The foreigners can register as well. Therefore, to be able to conduct your business in Kenya as a foreigner, you are required to register your company too. The registration begins with the application form been made to the registrar of companies. The application should contain;

  1. Certified copy of incorporation from home country.
  2. Certified copy of the constitution from his or her country.
  3. The names, telephone numbers and email addresses of the director and the members.
  4. Memorandum of association consented and stating the powers and roles of each of the members.
  5. Address of the registered office of the company.
  6. Address of the registered office here in Kenya.
  7. The business or company name.

4. Company Seal

Once you complete registration, you can now have your company seal made. Also, you can get your certificate of incorporation. When all that is done, you are ready to start operating having meant all the local government requirements. That is, permit and license

5. Age Requirement

The age required by one to be a director is 18 years old. This person should be of sound mind. The members’ age is also at least 18 years old.

Implications on how to register a company in Kenya as stated in the Companies Act

The act spells out that the company is not restricted by the objects stated in the articles of association. Thus, the conduct of the company is lawful as stated in the memorandum of association.

  • Limited by guarantee

A company limited by guarantee is not stated as a private company. Therefore, such a company shall not have a share capital. The Companies Act also spells out that you can also have share capital if you register your company as limited by guarantee.

  • Conversion of shares into stocks

Under the Companies Act, a company can convert its shares into stocks and also its stocks into shares. The conversion can be done in any denomination.

  • Share warranty

Private limited companies or companies limited by shares can issue share warranty. Share warrant is the right to own shares of a company within a specified period of time. These shares are transferable from one person to another.

  • Audit requirements

Small firms are not allowed to audit their firms. The law describes a small company as one which has less than fifty million Kenyan shillings, less than twenty million Kenyan shillings asset value and employees less than fifty

  • Winding up of the company

A company can be dissolved by either; compulsory by court order, voluntary by members or creditors, bankruptcy and supervision by the court. The High Court is the court which is given the mandate by the companies Act to wind up a company in Kenya. The high court can wind up a company in the following circumstances;

  • Special resolution by the court.
  • When the company after registration does not start operational within a period of one year.
  • If the company is not in a position to clear its debts.
  • When a company is not registered in Kenya and it is carrying its business in Kenya. That is, it does not have a license to operate in Kenya.

In conclusion, the registration process takes a week to be approved. The process is fast and reliable. You can register a company in the eCitizen platform at any huduma centre countrywide. All privates companies with share capital exceeding five million Kenyan shillings should not have a secretary. Public companies should always have a secretary. It is also possible to register a company where you are the shareholder and director of that company. After registration, you will be required to open a bank account for your business. The account should be deposited the proposed share capital.

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