Company registration in Kenya is a bit of a hustle and involve a few steps that are time consuming. This makes majority of entrepreneurs opt to go for partnership or sole-proprietorship type of business as these takes less time and less money and can change the model of registration while they have been in operation and understand the market.
Company Registration in Kenya – Registering a Company in Kenya
How to Register a Company in Kenya
Proposed company name must be reserved pending registration (Name can only be reserved for thirty days). Application for reservation should be made in writing and be accompanied with the requisite fee.
- Documents for incorporation of company (i.e. memorandum and ) should be drawn by a lawyer, who should submit the Articles of Association to the Registry together with the prescribed forms and fees. These forms are obtainable at the Registry.
- All companies must appoint a qualified certified public secretary as company secretary
- Certificate of Incorporation is processed within 7(seven) days of presentation of PROPERLY completed forms.
- Refusal of registration is communicated in writing to the applicant.
NOTE: A registered company MUST forthwith comply with the requirements of the Companies Act, e.g. filing of Annual Returns.
Company Registration Forms in Kenya
Company Registration in Kenya – Private Companies
- Particulars of Directors and Secretaries.
- Notice of situation of Registered Office.
- Declaration Of compliance.
- Statement of Nominal Share Capital form.
Company Registration in Kenya – Public Companies
In addition to the above Forms, Public Companies must also submit
- Consent to act as Director of a company.
- List of persons who have consented to act as directors.
- Declaration that the provisions of sec. 111(2) b have been complied with Statement in lieu of prospectus.
Company Registration in Kenya – Foreign Companies
- Certified copies of foreign companies memorandum and Articles of Association and Certificate of Incorporation duly certified by a Notary Public.
- List of documents delivered for registration by a company incorporated outside Kenya.
- List and particulars of the directors and secretary of a company incorporated outside Kenya.
- List of names and addresses of the persons resident in Kenya authorized to receive service on behalf of a company incorporated outside Kenya.
- Notice of situation of registered or principal office or change therein of a company incorporated outside Kenya.
How to Register a Company in Kenya – Registration of Companies in Kenya
Registering a limited liability company in Kenya involves the following steps and fees
State registration of legal entity, statistical, and tax registration with the Center for Public Registration
The company name reservation lasts 30 days but can be renewed for a similar period.
Duration – 3 days
Fees – KES 100 per name reservation
Stamp the memorandum and articles and a statement of the nominal capital
Effective January 1, 2005, the Kenya Revenue Authority (KRA) took over stamp duty collection from the Ministry of Lands and Housing. As an administrative requirement, the KRA now requires the personal identification numbers (PINs) of all parties on whose behalf duty-stamped documents are submitted. Documents must be first assessed by the Stamp Duty Office before payment can be processed by the KRA-designated banks. The process has lengthened initially to about 2 weeks because the Stamp Duty Office waited to receive confirmation of bank payment after clearance of funds. However, the time has reduced in 2008 as a result of better communication between the Ministry of Lands and housing and Kenya Revenue Authority (KRA) to 5-10 days. Bank handling charges of KES 100 for each transaction are also due.
Duration – 5 days
Fees – 1% of nominal capital + KES 2,020, stamp duty on Memorandum and Articles of Association
Pay stamp duty at bank
Duration – 1 day (included in the previous procedure)
Fees – KES 100 bank commission
Declaration of compliance (Form 208) is signed before a Commissioner of Oaths /notary public
According to the Companies Act (Cap. 486), An advocate engaged in the formation of the company or a director or company secretary named in the Articles must sign Form 208, the declaration of compliance, which accompanies the registration documents to be submitted to the Registrar of Companies. (Simuletanous with procedure 2)
Duration – 1 day
Fees – KES 200
File deed and details with the Registrar of Companies at the Attorney General’s Chambers in Nairobi
The founder must file the incorporation deed and the required documents and forms (listed below) with the Registrar of Companies, which includes:
- Stamped memorandum and articles of association.
- Statement of capital.
- Form 201, Notice of Situation of Registered Office.
- Form 203, Particulars of Directors and Secretary.
- Form 208, Declaration of compliance with the Companies Act.
- Copy of the company name approval
Fee schedule for registration:
- For the first KES 100,000: KES 2,800.
- For every KES 20,000 after the first KES 100,000: KES 120, subject to a maximum of KES 60,000.
- Filing fee for three forms: KES 600.
Duration: 7- 14 days
Fees: KES 6360
Register with the Tax Department for a PIN and VAT online
Registration for a personal and a company identification number (PIN) is required to register for the VAT (PIN certificates of at least two directors or 2 shareholders or a director and the secretary are required), the local service tax, and the pay-as-you-earn (PAYE) tax. The founder must file the certificate of registration and a copy of the memorandum and articles of association. IDue to new online reforms, the application for a PIN and VAT registration can now be done concurrently on-line. Unless the KRA has already received confirmation of incorporation of the company from the Companies Registry, one must still submit the Certificate of Incorporation and receive log-in details from the KRA for the purpose of applying for a PIN and VAT registration.
Duration: 1 – 2 days
Fees: No Charge
Apply for a business permit
The fee to apply for a business permit varies by type of business, number of employees, and size of the company’s premises. The fee is payable to the Nairobi City Council , Licensing Department. The City Council will issue a business permit.
Fee schedule for business permit:
- Medium trader, shop, or retail service from 5 to 20 employees and/or premises 50–300 sq. m. (fair location): KES 5,000.
- Mid-size business of 50 employees and premises 300 sq. m.: about KES 20,000 to KES 50,000, depending on the nature of the business.
The Licensing Laws (Repeals and Amendments) Act , 2006 (enacted in December of 2006 and came into effect on May, first, 2007), amends the Local Government Act (Cap. 265) by reducing the number of business permits required for a distributor of goods or provider of services to carry on its business activities. Applicants having obtained a business permit to operate from one local authority will not be required to obtain another business permit in another local authority. In addition, business permit applicants will have an opportunity to elect whether to apply for a 1- or 2-year permit. The 2006 law also eliminated the requirement to obtain a trading license in addition to the permit.
Duration: 5 days
Fees: KES 5,000
Register with the National Social Security Fund (NSSF)
The National Social Security Fund provides the employee with a lump-sum retirement benefit. Historically, the rate of return paid by the state is considerably less than that achieved by private schemes, but participation is mandatory. The employer pays a standard contribution of about 1% of salary, subject to a maximum of KES 400 per month. Half the contribution is deductible from the employee’s salary. The precise amount of the contribution (where less than the maximum) is determined by reference to salary bands.
Duration: 1 day
Charges: No Charge
Register with the National Hospital Insurance Fund (NHIF)
The employee contributes a fixed sum to the National Hospital Insurance Fund (NHIF), which must be deducted by the employer from the employees’ salary. The maximum contribution is KES 320 per month. The contributions are used to offset the costs of medical treatment, but they only cover a fraction of actual costs. Hence, most companies provide employees with medical insurance.
Duration: 1 day
Charges: No Charge
Register for PAYE
Duration: 1 day
Charges: No Charge
Make a company seal after a certificate of incorporation has been issued
Seals are made by private entities who require sight of a copy of the certificate of incorporation.
How To Register A Business in Kenya – Sole Proprietorship / Partnership
The procedure to register a sole proprietorship / partnership in Kenya is pretty easy and should not cost more than Kshs 900/-. Here is what you need to do:
- Pick out a business name that you wish to register. Write a simple letter addressed to the “Registrar General”. This letter need only ask the registrar to confirm if your chosen business name is available for registration.
- Make your way over to Sheria House, and to the Registrar of Companies within the Sheria House compound.
- Go over to counter No 1 and hand in your letter(s). You will need to pay Kshs 100 for every name that you wish to register. This is what is called “business name search”. The process takes three days to a week, max (usually). You will receive a blue receipt.
- Three days after handing in your letter, go back to Sheria House and show the attendant your receipt. If your chosen name is available for registration, you will receive a letter from the registrar of companies that, basically, tells you your name search was successful. You will also receive a form, Form BN/2.
- What you need to do is fill out Form BN/2 as completely as possible. If you are registering a sole proprietorship, the part where it says “Particulars of proprietor or partners” will bear only one name, otherwise you can put in up to 20 partners (for a partnership).
- Go back to Sheria House and hand in your completed Form BN/2. You will need to pay Kshs 800/-. After a week or so, you will have to go back to Sheria House to collect your business registration certificate. Congratulations, you shall then have registered a new business!
Business Registration in Kenya – About Partnership
The process of registering a sole-proprietorship and partnership is the same at Sheria house.
However, because of the unique nature of partnerships (the fact that one partner’s actions can make other partners equally liable) it is recommended that one also registers a partnership deed that clearly defines rights, duties and obligations of all partners.
A partnership deed once drawn up is supposed to be registered as a public document at the Ministry of Lands.
Online Business Registration in Kenya – Online Company Registration in Kenya
Business Name Registration in Kenya
Business name registration can now be done online as follows:
Online Business Name registration in Kenya Through M-Pesa
HOW TO SEARCH FOR A BUSINESS NAME
- Pay Kshs.1oo to *Pay Bill945050.Account number is NS. Wait for Confirmation from State Law Office
- Then Dial *271#, select The Companies Registry then select Name Search. Type the name you want to search
- You will receive a notification on availability from State Law Office. If available, It is reserved for 30 days
- If name not available repeat above steps (Note: Each name search is Kshs.100)
Online Business Registration in Kenya
- Download, print and fill in an application form from www.attorney-general.go.ke
- Visit the Company Registry at the Attorney General Chambers or your Nearest Huduma Center to submit your application forms
- Pay Kshs.800 via Playbill number is945050, Account number isBN2. (Note: Only the business owner should pay for registration so payment Details coincide with business owner details)
- Once you pay, you will be issued with a tracking number. Dial *271# and Enter the tracking number to find out the status of your application
Online Company Registration in Kenya – How To Pay Via Pay Bill
- Select Lipa na M-PESA on M-PESA Menu
- Select Pay Bill
- Enter Business Number 945050
- Enter Account Name as BN2
- Enter the amount you wish to pay (Kshs 100 or 800)
- Enter your M-PESA PIN number
- Confirm that all details are correct and press OK
- You will receive a confirmation SMS from M-PESA
Should you have any questions, you can call our call center for assistance On 0701 155 955
Paybill Is a chargeable M-PESA service
If you do not have Lipa na M.PESA on your menu go to M-PESA select My Account and Update Menu