A company is created when a group of people bands together to take advantage of a business opportunity. These people are referred to as promoters. The following is a clear guideline on how to register a company in Kenya.
Promoters who wish to launch a firm must first register and incorporate the corporation and compile the company’s charter, management information, and ownership information documents. (if applicable), to which at least seven of them must subscribe their names in the case of a public company and two in the case of a private company. Act.”
Registration is a prerequisite for the creation of a registered company, and the absence of registration renders a proposed firm legally nonexistent.
Types of business entities that can be registered in Kenya
Today, there are roughly four different sorts of businesses that could operate in Kenya. As follows:
1. Companies with a share capital
2. Limited liability companies
3. unlimited companies
4. subsidiary company of a parent business
Reprographic Branches/Offices (Foreign companies)
The Procedure on how to Register a Company in Kenya
i)Create your eCitizen account.
creating an eCitizen account is the first step on how to register a company in KenyaThe main internet platform used by the Kenyan government for official operations is called eCitizen. It is simple to sign up for and is free to use. You must enter your name and Kenyan ID number (found on official identification) when setting up a personal account. Create an account and add a functioning email address as well… If you are a foreign national resident in Kenya, use your Foreigner Certificate number rather than your Kenyan ID number. Non-Kenyan nationals who live abroad are allowed to serve as directors in Kenyan enterprises. However, at least one of the directors needs to be a citizen of Kenya in order to use eCitizen and submit some paperwork.
ii)Upload your passport photo online. Before creating your eCitizen account, eCitizen needs that you upload a clear passport photo of yourself. You must have taken the photo you use no more than six months prior to establishing your business.
iii)Access the Business Registration Service homepage: It is as easy to submit an application as selecting the Company Registration Service.
Iv )select a category. To register your business, Make an application once you’ve reached the Business Registration Service and select the kind of company you want to establish.
v)To register, choose a type of business. Make an application and select the kind of business you want to start once you’re in the Business Registration Service.
select and save a company name. If the name is too similar to one of an existing Kenyan company’s registered names, it can be refused. The Registration Service should let you know if the name is approved or not within 2 business days. The registrar will hold the name for 30 days if the name is approved. This is the amount of time you have to finish the business registration.
vii)Pay for the name search. The Kenyan government charges a nominal fee to do the business-name search for prospective business owners. Online payments accepted include MPESA and credit cards. Once the name has been accepted, the eCitizen website does not send you an email to let you know. For this reason, you must go back into your account every day to see if approval has been given. 150 KShs is about similar to $1.50 USD.
viii)Complete the CR1 business registration form. Write the company’s name and the address of its principal office first. Additionally, Form CR1 requests the names and other private information of each of your Kenyan company’s directors and owners (including any who may live abroad). Scan copies of each director and shareholder’s identification cards and color passport pictures. Print off these files, then join them to the filled-out form CR1. Include a copy of the firm directors’ government-issued ID from the nation in which they reside if they are directors who reside outside of Kenya.
ix)On form CR8, provide the addresses of the company’s directors. Businesses must give the Kenyan government the director’s or directors’ official residence addresses (including any directors who live outside of Kenya). Print off Form CR8 and complete it with the name of your business and its categorization. Afterward, make a note of each firm director’s legal name and residential address (not a post office box). To finish the form, add your signature and date.
x)On form BN6, list the nominal capital stakes in your companies. All new enterprises must disclose their capital holdings under the KRA. Fill out your name and the name of your company on the BN6 form. Give the amount of capital your firm has in Kenyan shillings beneath the respective text boxes. Indicate the number of shares that your company’s capital holdings are divided into if it is publicly traded.
xi)Based on the capital your firm has, pay the stamp duty.
The Kenya Revenue Authority (KRA) is the organization in charge of collecting stamp duties. You’ll be required to give The KRA will get in touch with you once the company name has already been registered and provide you advice about how to pay the Stamp Duty. them the Kenyan ID numbers for each stakeholder and employee of your business. Your payment will be 1% of the nominal capital of your business, with a minimum of Kes 2,140 based on the minimum nominal capital of Kes 2,000.
xii)Compose a Memorandum and Articles of Association to spell out your company’s goals. The Memorandum of Association and Article of Association, which set down your company’s goals, regulations, subscribers, and allowed share capital, must be filed with the Kenyan government by new firms. Before submitting your final registration form, draft these documents. These documents can be created by a director of the firm or an administrative assistant, however, an advocate frequently prepares them. The Memorandum of Association establishes the name, address, and purpose of your firm as well as the value of each share and the number of shareholders. The company’s rules and regulations are laid forth in the Articles of Association. It outlines the responsibility of each member, the authority of the company directors, and the rights of all members of the company, as well as the appointment and removal of directors.
The following paperwork will be created for your firm in the process of how to register a company in kenya, and each director will be needed to sign them:
Application for Company Registration Form CR1 Memorandum Form CR2
For applicants who are converting their firm to a limited company, Form CR8 – Notice of Residential Address of Director(s) Notice of Nominal Capital Share Cessation Form is required.
xiii)At a Kenyan Registrar’s office, submit the completed documents and make the required payment. Gather the CR1, CR8, and BN6 forms, the Memorandum, and the Articles of Association (along with all accompanying scanned and copied documents) and seal them in a sizable envelope. Send these records to the Registrar’s office by mail. Or, if you reside in Nairobi, you can personally deliver them to the Business Registration division. You must also pay the mandatory fee of Kes. 10,650, which can be done via the eCitizen portal, in person at the Registrar’s office, or online.
xiv)From the eCitizen platform, download your business certificate. It will take the Kenyan government about a week to examine all of the forms you’ve submitted, make copies and scans, and register your firm with the KRA. The business certificate will be published online in your eCitizen portal once everything has been approved and your company has been officially registered. This can take a variety of amounts of time. It’s possible that you will have to wait for around 21 days.
Details required for the director and company registration in the process of how to register a company in Kenya.
1 . Directors’ details
1. Full names: The application will utilize your full names as they appear on your ID or passport.
2. occupation: You must list your occupation, such as “IT Consultant,” “Marketing Consultant,” “Finance Consulting,” or “Consultant,” among others. Don’t worry if you don’t have a job—just say “businessman” or “businesswoman” instead.
3. Postal address: You must supply your postal address. Those without one can register one with Posta Kenya.
4. Physical Residential address: In accordance with the Company Act, which mandates that all directors submit their residential addresses, this information will be used on Form CR8. The LR number or house number, building name (if applicable), street name, town name, and country must be provided.
5. Share Allotments: Each director must receive at least one share. Keep in mind that there is 1,000 shares total available for allocation.
The following identification documents are required during the process of how to register a company in kenya; if you do not submit them, your application will be denied.
Copy of ID or Passports -: You can scan or make a photocopy of your ID.
copy of their KRA PIN certificate: All Kenyan directors and shareholders must give a copy of their KRA PIN certificate; however, foreigners will not be required to do so for registration.
photos: Similar to a passport photo, photos must have a clear background and display all of your facial characteristics. Please refrain from sending in images with people wearing caps or sunglasses as the Registrar may reject your application.
2. Company details
company names: Your task is to think up to two company names that you would like to check for availability.
Business type: Thanks to the new Company Act of 2015, you are now free to engage in any trade or consultancy business.
Location of company premises: You must submit information about where your office is located, including the LR Number or Plot Number, the name of the building (if any), the street name, and the town name. If you don’t yet have a company location, you can provide your residential address instead. Once you’ve secured a location, you can then make the necessary changes.
Implications of a company’s registration
(a) The beginning of the company’s legal existence is the date specified in the certificate of incorporation. As a result, if the certificate has an inaccurate date, that date will be used as the real date the company was registered (conclusiveness of a certificate of incorporation).
(b) The corporation is a “body corporate” as a result of its registration. It then becomes a company or legal entity with the name stated in the memorandum of association. The date on the certificate of incorporation is the company’s birthday and is recognized as the company’s birth certificate.
(c) Following registration, the corporation must be treated like any other independent person, with the rights and obligations that are suitable for it during the process of how to register a company in kenya.
The certificate of incorporation’s validity.
A certificate of incorporation issued by the Registrar in respect of a company is conclusive proof that all Companies Act requirements for registration have been met; nothing can be questioned regarding the regularity of the prior proceedings, and the certificate cannot be contested on any grounds at all.
The following conclusions have been drawn from the certificate of incorporation:
1. The Act’s requirement for the registration of materials preparatory and related thereto has been met. The validity of the business will not be impacted if, after receiving the certificate of incorporation, it is revealed that there were certain errors with regard to its registration.
2. That the association has been properly registered and is a business that the Act permits to be registered.
3. That the date listed on the incorporation certificate is the firm’s birthdate or the day the company was founded.
In conclusion, One must also obtain a corporate seal, which serves as both the company’s signature and a means of including your company name on documents. This is available from a stationer.
Additionally, there are statutory requirements, such as
Registering with the Kenya Revenue Authority for a Personal Identity Number, Value Added Tax, and Pay-As-You-Earn.
The National Hospital Insurance Fund, which helps with medical contributions for one’s employees, requires registration. Registration with the National Social Security Fund is another necessity. Contributions to a single employee’s retirement account are required and obligatory.
Additionally on how to register a company in Kenya ,one must apply for a business premises license with the county office in their area,
