Company Registration Requirements in Kenya

Introduction

There are various documents required during the registration of a company in Kenya. Also referred to as incorporation, the registration of a company is a legal process governed by the Companies Act No.17 of 2015. The Act also provides for the operation, management and regulation of all The Different Types of Companies in Kenya.

We have discussed in a separate article that both Kenyans and Foreigners Can Register Companies in Kenya. Therefore, regardless of whether you are a local entrepreneur or foreign individual intending to register a company or the representative of a foreign company intending to register a subsidiary company, this article is meant for you. It highlights the main requirements for company registration in Kenya. It also includes the definition of key legal terms and the role of regulatory authorities.

We have also written an article on The 8 Steps to Take Before Registering A Company in Kenya.

The Five Main Company Registration Requirements

1. The Proposed Company Name

The first requirement for company registration is a unique business 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 through the Business Registration Service. Once a name has been reserved, the company registration process can continue without no need to obtain a Name Reservation Certificate as the entire registration process is managed through the same system.

Definition: Company Name

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

2. The Memorandum of Association

Known as Form CR-2, this document details the company’s name and a declaration that each member/shareholder listed in it subscribes (agrees to join the other members) to the proposed company. Each member listed therein agrees to hold at least one share in the proposed entity. It then goes on to list down the number, type, class and rights of shares that each of these members subscribes to.

3. The Articles of Association

The Articles of Association define the internal governance of the company and set the rules for its management. These include rules for the appointment of directors and the rights of shareholders.

4. The Officials: Directors and 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. Every company in Kenya must appoint at least one director. A director doesn’t need to own shares in the company to become a director in the company. However, this is almost always the case at incorporation.

Appointed directors must provide the following particulars during the registration process and ensure that these records are kept up to date after registration:

• name;
• a copy of their ID or passport;
• postal address and residential address;
• KRA Pin Certificate; and
• Passport photos.

Definition: Company Secretary

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

Companies with a share capital exceeding Ksh 5 million must also appoint a qualified company secretary. The company secretary must provide the following:

• name;
• a copy of their ID or passport;
• postal address and residential address;
• KRA Pin Certificate; and
• Passport photos.

5. Shareholders

A shareholder is a person or entity that owns shares in a company. Therefore, unnatural persons, including companies and other legally recognized entities, can be shareholders in a company.

A shareholder has a stake in the profits and decision-making of the company depending on the type and class of shares held. Shareholders subscribe to as many or as little shares of the company as they elect to take up or as agreed among themselves.

Private companies can have a single shareholder, while public companies require a minimum of seven shareholders.

Definition: Share Capital

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

Definition: The Statement of Nominal Capital

The Statement of Nominal Capital outlines the total nominal amount of capital, the total number of shares, and the value of each share.

Registration, Approval and Issues of the Certificate of Incorporation

To apply for registration, you will be required to fill and submit several forms using the information gathered from fulfilling the above requirements. These include:

1. Form CR1 -The company registration form;
2. Form CR2 – The memorandum of association;
3. Form CR6- Notice of appointment of directors and their particulars;
4. Form CR8 – The Residential addresses of directors;
5. Form CR10 -the Notice of appointment of secretary and of secretary’s particulars (if applicable);
6. Form CR12 – Notice of Residential Address (optional for some private companies)
7. Articles of Association (optional if Model Articles are adopted)
8. The Statement of Nominal Capital
9. Form BOF1. – Statement of Beneficial Owners

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 for the incorporation of a company under the Companies Act and is officially recognized as a separate legal entity.

Conclusion

You must meet all the requirements of registering a company in Kenya to obtain your certificate of registration. Registration is conducted through the Business Regsitration Service.

Speak to us on all you company registration enquiries by email on info@wacumurethiadvocates.co.ke, leave a message through our Contact Us page, or Book an Appointment through our booking tool.