Process of Company Registration in Kenya (2025 Guide)

Registering a company in Kenya is a critical step for entrepreneurs and investors looking to establish a legitimate and successful business. The process is governed by the Companies Act 2015 and the Company (General) Regulations, which outline the legal and procedural requirements for company registration. This article provides a detailed guide on the requirements and step-by-step process of registering a company in Kenya, including timelines, costs, and regulatory compliance.

The procedure.

1. Choose the Appropriate Category of Company

Kenya offers several types of company structures, each suited to different business needs:

• Private Limited Company (Ltd): The most common structure, offering limited liability to shareholders. Ideal for small and medium-sized enterprises (SMEs).
• Company Limited by Guarantee: Suitable for non-profit organizations, charities, and foundations. Members act as guaritors, and profits cannot be distributed.
• Public Limited Company (PLC): Designed for larger companies planning to raise capital from the public. Requires a minimum of seven shareholders.
• Branch of a Foreign Company: Allows foreign entities to operate in Kenya without forming a local subsidiary. Must be registered with the Registrar of Companies.
• Limited Liability Partnership (LLP): A hybrid structure combining limited liability with partnership flexibility.

Choosing the right structure depends on your business objectives, size, and operational needs.

2. Conduct a Name Search

A unique and compliant company name is essential. The name must not resemble existing business names. Entrepreneurs can conduct a name search via the Business Registration Service (BRS) on the eCitizen platform. You must provide at least three proposed names in order of preference. The Registrar of Companies will verify the availability of the chosen name.

3. Define the Shareholding Structure

The company’s ownership structure must be clearly outlined, including:

• Minimum Requirements: At least one shareholder and one director (who can be the same person).
• Share Capital: While the minimum required share capital is Kshs 2,000, a reasonable amount (e.g., Kshs 1,000,000) is recommended for credibility.
• Shareholder Rights: Include voting rights, entitlement to dividends, participation in capital returns, and share redemption terms.

4. Provide Identification Documents

All directors and shareholders must submit valid identification:

• Kenyan Nationals: National ID and KRA PIN.
• Foreign Nationals: Passport and visa details. A KRA PIN can be arranged during registration.
• Beneficial Ownership Details: Information about individuals who ultimately own or control the company, even if not listed as shareholders or directors.

5. Registered Office Address

The company must have a physical and postal address in Kenya for official correspondence and tax purposes. This includes:

• Exact location (street, building, room number).
• Valid email address and contact phone number.

6. Memorandum and Articles of Association

• Memorandum of Association: Outlines the company’s constitution, objectives, and scope of operations.
• Articles of Association: Contains rules governing internal management, including decision-making processes, director roles, and shareholder meetings. These documents can be customized or adopted from templates provided by the Registrar of Companies.

7. Prepare Required Documents

Gather the following documents:

• Memorandum and Articles of Association (M&A).
• Form CR1: Application form for company registration.
• Form CR2: Memorandum of a company.
• Form CR8: Notice of address of directors.
• Statement of Capital.
• Identification Documents: Copies of IDs or passports for directors and shareholders.
• Passport-Sized Photos.
• KRA PIN Certificates.

8. Appoint a Local Director or Company Secretary

Foreign companies must appoint either:

• A Kenyan director to ensure local compliance.
• A certified company secretary registered with the Institute of Certified Public Secretaries of Kenya (ICPSK).

9. Pay Statutory Fees

Government fees are payable via the eCitizen portal and cost Kes 10,850 which covers

• Name search.
• Application for registration.

10. Submit the Application

Once all documents are prepared and fees paid, submit the application through the eCitizen portal. The Registrar of Companies will review the application and request corrections if necessary.

11. Collect Registration Documents

After approval, collect the following:

• Certificate of Incorporation.
• CR12 Form: Details of directors and shareholders.
• Stamped Memorandum and Articles of Association.

12. Register for a KRA PIN

The company must register for a Kenya Revenue Authority (KRA) PIN to ensure tax compliance. This is also required to open a company bank account.

• PIN Registration.
• VAT Registration (if applicable).
• Payroll Deductions (if hiring employees).

13. Obtain Necessary Licenses and Permits

Depending on your industry, obtain additional licenses or permits, such as:

• Single Business Permit (county government).
• NEMA License (environmental sector).
• Health Certificates (food and hospitality industry).

14. Open a Business Bank Account

With the registration documents, open a business bank account. Required documents include:

• Certificate of Incorporation.
• CR12 Form.
• Memorandum and Articles of Association.
• Identification documents for directors.

Why Register Your Company in Kenya?

Registering your company offers numerous benefits, including:

• Legal recognition and protection.
• Access to funding and credit facilities.
• Enhanced credibility with customers and partners.
• Eligibility for government tenders and contracts.

Conclusion

Registering a company in Kenya involves several steps and requirements, but with proper preparation and guidance, the process can be smooth and efficient. By following this guide, entrepreneurs and investors can establish a solid foundation for their businesses and ensure compliance with Kenyan laws. For expert assistance, consider consulting legal professionals or business registration service providers.