Registering a company in Kenya is a legal process governed by the Companies Act. Whether you are a local entrepreneur or a foreign investor, knowing the legal requirements is crucial. In this article, we tackle the main requirements for company registration in Kenya. It includes key legal terms and the role of regulatory authorities. We have also written an article on the steps to take before registering a company in Kenya.

1. Company Name

The first requirement for company registration is a unique name. The company name must not resemble any other registered business name or trademark in Kenya. Conduct a name search through the Registrar of Companies to confirm availability.

Definition: Company Name

A company name is the official identifier of your business, used for all legal purposes. The name must comply with regulations set by the Companies Act 2015 and not imply an association with the government unless approved.

2. Defining Your Business Type

There are different types of companies in Kenya, with the most common being private limited companies (LTD) and public limited companies (PLC). Each structure has its legal implications regarding liability, ownership, and regulatory requirements.

Definition: Private Limited Company (Ltd)

A private company limits the number of shareholders and restricts the transfer of shares to the public. It requires a minimum of one shareholder.

Definition: Public Limited Company (PLC)

A public company offers shares to the public and must have at least seven shareholders. It adheres to stricter regulations.

3. The Memorandum and Articles of Association

The Memorandum of Association outlines the company’s objectives, while the Articles of Association set the rules for its management. These documents are mandatory for all registered companies.

Definition: Memorandum of Association

This document details the company’s name, location, objectives, and the amount of share capital.

Definition: Articles of Association

The Articles define the internal governance of the company, including rules for appointing directors and the rights of shareholders.

4. Appointment of Directors and Company Secretary

Every company in Kenya must appoint at least one director. Additionally, companies with a share capital exceeding Ksh 5 million must appoint a qualified company secretary.

Definition: Director

A director is responsible for the day-to-day management of the company, ensuring compliance with legal and corporate governance rules.

Definition: Company Secretary

A company secretary handles administrative tasks such as maintaining statutory records and ensuring regulatory compliance.

5. Deciding on Share Capital and Shareholders

Companies must determine the amount of share capital and the allocation of shares. Private companies can have a single shareholder, while public companies require at least seven.

Definition: Share Capital

This is the total value of the shares a company issues to its shareholders.

Definition: Shareholder

A shareholder is a person or entity that owns shares in a company and has a stake in its profits and decision-making.

6. Filing Registration Forms

To finalize the registration, you must submit the CR1 (company registration form), CR2 (list of directors), and CR8 (residential addresses of directors) forms through the eCitizen platform.

• Case Law: The Kenya Company Forms Case (2016) reinforced the importance of filing complete and accurate forms to avoid registration delays.

7. Certificate of Incorporation

After meeting the above requirements and paying the necessary fees, the Registrar of Companies issues a Certificate of Incorporation. This document legalizes your company, allowing it to operate in Kenya.

Definition: Certificate of Incorporation

A legal document proving that the company has met all registration requirements and is officially recognized as a legal entity.

8. KRA PIN Registration

Every company must register for a Personal Identification Number (PIN) with the Kenya Revenue Authority (KRA) for tax purposes.

Definition: KRA PIN

A PIN is required for engaging in tax-related transactions such as VAT registration and filing annual returns.

Conclusion

You must meet all the requirements of registering a company in Kenya to obtain your certificate of registration including selecting a name, appointing directors, drafting key documents, and obtaining a Certificate of Incorporation. These steps are crucial for ensuring compliance with the Companies Act 2015. While the process is manageable, seeking legal guidance can help you avoid errors and speed up the registration process.