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company registration in kenya by ocl business associates

company registration in Kenya

The company registration process used to be long and convoluted. However, the introduction of the Online Business Registration Service simplified the process. Through this, any person can apply for and register a company online. Our company will look at the detailed process for company registration (Private Limited Liability Company) in Kenya and other approvals the company needs to obtain during formation and registration.

However, it important to highlight the following basics:

One person can form a company in Kenya:
There are different types of companies. However, this article will explain the process for the formation of a Private Limited Liability company.
A private company limits the rights of members to transfer shares in its constitution, the articles limit the number of members to fifty, the articles prohibit the invitation of members of the public to subscribe to its shares and its certificate of incorporation states that the company is private.
A company has a corporate personality. Means that a company is a legal person that is capable of suing, owning property, and entering into contracts.
Foreigners can register private limited company in Kenya.

With the above in mind, let us delve into the formation It and registration process of a company.

1. Create an e-citizen account

You must have an e-citizen account to access government services. To create an e-citizen account, you require your national id, email address, passport photo, and your phone number. You can make your application here. foreigners with alien card can also register for e-citizen account.

2. Suggest five unique company name using e-citizen

The Companies Act, part V, makes provision for company names. This name will be used when registering the company. The name should not be similar to other existing company.

Important: Always make sure you also conduct a trademark search to ensure that your name does not infringe on an existing trademark.

3. Apply and pay for the registration of the company

In this case, the Applicant should fill in the details in the fields on e-citizen. The application can be made here. One is required to supply the following information:

Articles of association
Registered office address
Share information
Ownership information/directors information

The Applicant can either adopt the model articles of association provided under the Companies Act or modify the articles as he deems fit.

Next, the Applicant pays the prescribed fee (usually a KES 10,000 (registration fee) + KES 600 (CR2 or company search fee) + KES 50 (convenience fee). This can be done through mobile money, credit card, or any other stipulated method.

Upon payment, the platform generates the following forms:

Details of the first directors, Secretary and Authorized Signatory of the Company: This form needs to be signed by all the first directors, secretary and authorized signatory of the company
Form CR 2 (Memorandum for a company with a share capital): This form is to be signed by all the subscribers to the shares of the company
Form CR 8 (Notice of Residential Address/Change of Address of Director of a Company)-This form is to be signed by the applicant.
Statement of Nominal Capital: this is to be signed by any of the first directors of the company

One is required to download the forms, sign them, and re-scan them back to the system. The Registrars at the Company registry will consider your application and if successful, one is issued with a certificate of incorporation.

4. Tax Requirements/kra registration

Company Pin

Income from businesses is taxable under the Income Tax Act. Similarly, the Tax Procedures Act requires companies to register for a company pin. Remember, a pin is required for the filing of returns. Also the company register for income tax or incorporation tax

To apply for a pin, a company must have the following documents:

Copy of Certificate of Incorporation.
Copy of CR12.
Copy of Memorandum and Article of Association (optional).
Copy of PIN Certificate for all the company’s directors.
Copy of Tax Compliance certificate for all the company’s directors.
Copy of the Acknowledgement receipt.

Pin registration is done online via i tax. The procedure is as follows: Visit iTax; Select “New PIN Registration”; Fill the online form appropriately; Submit an online application.

NOTE: Upon completion, you will receive an acknowledgement receipt

A follow-up email will be sent to you with either further instructions on where to present the required documentation for verification or a PIN certificate. You can follow for the pin approval by visiting kra offices.

VAT Registration

Under the Value Added Tax Act, any person whose business is expected to/makes taxable supplies worth KES 5,000,000 for any period up to twelve months to apply for a VAT.

You can apply for VAT here

Register for PAYE

Under the Income Tax Act Cap 470, an employer is required to deduct Pay as You Earn (PAYE) from an employee’s remuneration.

As such, all employers are thus required to register for PAYE once they have employees. You can apply for PAYE here

Note: One can complete the applications for VAT, PAYE and corporate tax at the same time online.

5. Obtain a unified business permit.

This is a mandatory license issued to traders by the county governments and has to be renewed before the 31st of March every year. Check the relevant county government applicable to you.

6. National Hospital Insurance Fund

Under section 16 of the NHIF Act, an employer has the obligation to make statutory deductions from the employee’s salaries and remit them to the board. However, for this to happen, one must apply for NHIF employer registration. This can be done online at nhif website or at regional county offices

The employer is required to submit the following documents online:

The employer’s registration form; (this document is easily accessible from the NHIF’s website.)
Certificate of registration;
Pin certificate.

Upon successful registration, one is issued with an employer’s code.

7. Social security registration

Under section 19 of the NSSF Act, every employer, who under a contract of service, employs one employee or more shall register with the Fund as a contributing employer and shall, register his employees as members of the Fund.

To register a company under NSSF, one is required to complete the NSSF employer’s registration form and attach a certificate of incorporation, registration of the business name, and a trading license. After successful registration, one is issued with an NSSF certificate of registration.

The procedure of setting up a company in Kenya is lengthy. Nonetheless, it has been simplified as most procedures are done online. Moreover, incorporation has several advantages.

8. Register with the National Construction Authority (NCA)

This is done under the national construction authority act of 2015.

To register with nca as a contractor, one needs the company registration documents. List of equipment’s, cV of technical personnel and the category for the work being registered for.

Also construction workers are registered under the act to work in construction site.

This is done online at nca website. This is for construction company only.

9. NATIONAL ENVIROMENT MANAGEMENT AUTHORITY

Companies dealing with any activity that affects the environment are supposed to register with the national environment management authority under the national environment management authority. This can be done online.

10. Register the workplace with the Directorate of Occupational Safety and Health Services

Under the Occupational Safety and Health Act, all Occupiers (employers) are required to register their workplace with the Director of Occupational Safety and Health Services. As such, a company must obtain a Certificate of Registration of a Workplace from the Directorate in respect of each of the premises as a workplace by the company.

It is noteworthy that employers with less than 100 employees are no longer required to register and obtain a certificate of registration from the National Council for Occupational Safety and Health for the first twelve months from the date of registration of the business. The Business Laws (Amendment) Act, 2020 introduced this change.

11. PHARMACY AND POISON BOARD

Companies operating hospital and pharmacy are supposed to register with the pharmacy and poison board. This is done at the board headquarters.

13. COMMUNICATION AUTHORITY OF KENYA

Companies offering telecommunication, broadcasting services and internet solution are supposed to register with the authority. The authority issues them with the relevant license.

14. HOTEL AND TOURISM BOARD

This board issues permit to hotel and restaurant companies in Kenya.

CASINO AND PUBLIC GAMING BOARD IN KENYA

This board issue license to casino and public gaming companies in Kenya.

Advantages of incorporation

Separate legal liability: Members cannot be liable for the company’s debt as it is a separate legal entity.

Perpetual succession. The death of a company official does not affect the company. Thus, a company can only be terminated by the operation of the law.

branch company registration in Kenya

A Foreign Company is a Company registered outside Kenya, under the laws of that country and given compliance under Kenyan Law to do Business in Kenya. Companies incorporated outside of Kenya can do business in Kenya by registering a branch. The registrar of companies issues a certificate of compliance once all the requirements have been met.

Requirements for Foreign Company Registration in Kenya

Certified copies of foreign company’s memorandum and Articles of Association.
Certified copy of the certificate of Incorporation duly certified by a Notary Public.
If in a Foreign Language, certified copies of translated documents by a Notary Public.
Appointment of a Local representative of the Foreign Company in Kenya.
Registered address of the Foreign Company in County of registration.
Notification of directors’ residential address (Form CR8)
Proposed registered address in Kenya.
Copies of Passport and passport photos of the Directors / shareholders.

Prescribed Forms for Foreign company Registration.

Form 236, this is the List of documents submitted for registration by a company incorporated outside Kenya.
Form 237, this the List and particulars of directors and secretary of a foreign company incorporated outside Kenya.
Form 238, List of names and addresses of the individual’s resident in Kenya authorized to receive service on behalf of a Foreign company incorporated outside Kenya.
Form 250, this is the Notice of location of registered or principal office or change notification of a overseas company incorporated outside Kenya.

information provided from brs service Kenya.

Business name (sole proprietorship) registration

Business name (sole proprietorship) is a business structure operated and owned by one person. The owner is the sole decision maker in the business and is liable for all the losses and returns of the business. In most cases it is usually a business structure for small and medium sized enterprises (SMEs).

Steps of application:

Reservation of business name.
After reservation, one proceeds to register the business name.
The person(s) registering the business name must specify the nature of business in one-line e.g Stationary, Food Stuff, Hardware.
The application must indicate the physical address of the business that is; plot number, Road and Town.
Indicate the postal code, address and town to be used by the business.
Indicate the proprietor(s) details: the name(s) should be in full as per the ID Number and all details must be filled in.
Download the system generated form.
All partners/proprietors must sign on the downloaded form; kindly number the signatures in the order of the names on the form
the application is done online via e-citizenhttps://www.oclassociates.co.ke/private-limited-company-registration-in-kenya/

company registration in Kenya requirements

Director and company details required for company registration

Director(s) Details

Full names – your full names as displayed on your ID/Passport will be used on the application
Occupation – you will need to state your occupation e.g. IT Consultant, marketing consultant, finance consultancy, consultant etc. If you don’t have any occupation, don’t worry, you can simply put either a businessman or businesswoman.
Postal address – you will need to provide your postal address. If you don’t have one, you can register it with postal Kenya
Physical Residential address – This information will be used on the Form CR8 to comply with the Company Act which requires all directors to provide their residential address. You’ll need to provide LR number or house number, building name (if any), street name, town name, country.
Share Allocations – each director will need to be allocated at least 1 share. Remember that the total number of shares available for allocation is 1,000 shares. You can plan to allocate your 1,000 shares using percentages such as 60%/40%, 50%/50%. However, if you are just the sole director then you can have 100% share ownership.
Proof of Identity documents – you will need to provide the following documents for registration, without them your application will be rejected.
- Copy of ID or Passport – you can scan or photocopy your identification document
- Copy of KRA PIN certificate – all Kenyan directors/shareholders will need to provide KRA PIN, however, foreigners won’t need to provide one for the registration
- Photos – must have a clear background and show all your facial features, just like a passport photo. Please avoid submitting photos that have someone wearing sunglasses, hats; this could cause your application to be rejected by the Registrar.

Company Details

Company Name Suggestions – you’ll need to come up with up to 2 company name that you would like to check its availability
Nature of business – with the new Company Act 2015, you can now do all trade of consultancy business without any restrictions.
Location of business premises – you will need to provide the location details of your office including LR Number or Plot Number, Building name (if any), Street name, Town name. If you don’t have a business premise yet, then you can provide your home address then make the changes later once you have secured business premises.

Finally, one needs to get a Company Seal, which is a device that include your company name on documents and is also used as a signature of the company. This can be purchased from a stationer.

There is also statutory requirement which includes;

Registering for a Personal Identity Number, Value Added Tax & Pay-As-You-Earn with the Kenya Revenue Authority.
One needs to Register with the National Hospital Insurance Fund which assist in medical contribution for ones employees. There is also a requirement to register with the National Social Security Fund. It is necessary and mandatory to contribute to one employee’s retirement fund.
Also one requires registering for a Business Premises License which is done with the local county office.

e-Citizen Company Registration Process in Kenya 2022

eCitizen Company Registration Process

Steps to follow to register a company in Kenya online. Here is a detailed description of the above step.

eCitizen account log in

The first step is to log in to the eCitizen account. eCitizen is the official gateway to accessing all the government services. The portal offers services to all people.
After logging in, select the business registration service and then, click on get service.

Name search

After clicking get the service button.
The page redirects you to the business name registration tab.
Here, you will be required to select the type of business you wish to register.
In our case, we will select the registration of a limited private company.
Next, select the preferred name for a company like ocl associates Limited.

Documents required to register a public/private company in Kenya

A filled company registration form (Cr1) downloaded from the e-Citizen account.
A filled form CR8 form – director’s residential address.
Details of directors and shareholders and scanned copies of Passport(foreigners)/ID’s and KRA pin certificate.
Shareholding details.
A statement of nominal value – revenue stamped.
It’s important to note that:

e-Citizen Company Registration Steps

Follow step 1 above – Logging in to e-Citizen account.
Select business registration.
Click, add business button and input the approved name in our case is Zawadi limited.
Select the name and click next.
Choose your role and pay for registration which is Kes 10,650.
Sign the downloaded invoice and statement of particulars.
Upload the signed copies at eCitizen.
You will receive a submission confirmation.
Download and print the certificate of registration.

Registration of Partnerships and sole proprietorships

To register sole proprietorships and partnerships, please follow the steps outlined here. The only difference comes in when paying for registration which is slightly cheaper at KES. 1,000.

Sole proprietorships and partnerships don’t require the people registering to After two weeks you have received your card of registration.

e-Citizen Company Registration Process has simplified this task. The process is straightforward and cheaper for you. Therefore, the best way to register a company name in Kenya is to let the whole process be done through e-Citizen. E-Citizen is a platform that allows people to register and access to various government services.

To register a company name in Kenya, just follow the steps below. Log In to your e-Citizen account. Select the business registration service. Click on get service and then, select the registration of a company. After registration, the system will generate a bill payment and account registration form which you can complete and submit.

e-commerce company registration in Kenya

E-commerce is one of the most popular businesses in Kenya. E-commerce is a business form in which the consumer does business with businesses no matter where they are. It is similar to shopping on the internet. E-commerce companies are also called electronic commerce companies. In Kenya, it is a new type of business transaction. It is a business wherein a company has a physical store but the physical store is connected to the client’s computer.

The electronic field is very different from traditional marketing. It is a form of business transaction where the buyer and seller communicate through electronic means such as the internet, e mail or telephone. to a computer or the World Wide Web. In this form, the buyer and seller communicate through email The Internet is an online service that allows you to upload information and share it with other people.

Information is transferred from computer to computer. The information is transmitted by means of the network and then accessed by the recipient. The Internet is a network of computer networks in which companies send information to each other.

The E commerce business is growing fast. Businesses use the Internet to sell products and services. They can even sell items to people who are not in their town. In Kenya, the Internet is being used to sell more variety of products. It is used to sell electronic items, clothes, books, cosmetics, drugs, tools, toys, and other merchandise.

The Internet business is also very different from other traditional marketing. In traditional business, the market is limited. In e commerce it is not limited to any particular place. There are some other differences between e-commerce and traditional business.

In e commerce, you do not need to package or ship the product. You can sell the product directly online. In traditional business, you need to package the product so it can be shipped to the customer. Another difference is that customers can submit a request to e commerce companies for products. With the traditional marketing, this is not possible.

There are some advantages of e commerce. The biggest advantage is that the customer can shop from anywhere, at any time. They can make purchases at their convenience. They can also review the product before purchasing it. Another advantage is that it is cheaper than traditional marketing.

Foreign companies registration in Kenya

A foreign company that does not have a registration certificate under the Companies Act, 2015 is barred from conducting business in Kenya including offering of any debentures and being a guarantor for any debentures offered in Kenya.

According to the Companies Act, 2015, a foreign company shall not conduct business in Kenya unless it is registered in Kenya. To do so, it must have corporate governance in place but not limited to, offering bonds in Kenya or being a guarantor for bonds offered in Kenya, foreign companies are required to be registered in Kenya so as to offer bonds in Kenya, or even be a guarantor for bonds offered in Kenya.

An application for registration of a foreign company under the Companies Act will be submitted with the Registrar of Companies. A foreign company must establish and maintain a registered office in Kenya and can only operate and carry on business at a place in Kenya

How do I register?

Prior to carrying on business in Kenya, you must lodge an application for registration as a foreign company with the Registrar through the E-Citizen platform (https://www.brs.ecitizen.go.ke/) or www.services.brs.go.ke and pay the current registration fee of KES 7,550 or as statutorily advised (the fee includes the name search fee, registration fee, official search fee and the convenience fee). When making an application, the following information and documents are required to be submitted in addition to payment of the fee:

a completed Form FC 2 (Application for registration as a foreign company)
a certified/notarized copy of the company’s certificate of incorporation or registration in its place of origin (or similar document). If the company’s certificate of incorporation and charter is not in English, a certified translation should be provided.
a certified/notarized copy of the company’s constitution, the Charter, Statutes, Articles or other instruments defining the constitution of the company or the equivalent, If the company’s constitution is not in English, a certified translation should be provided.
a list containing the names and personal details of the directors and shareholders of the company.
A Certified/notarized/ memorandum executed by or on behalf of the company stating the powers of any directors who (a) reside in Kenya and (b) are members of a local board of directors.
If applicable, particulars of each existing charge on the property of the company [by completing Form CR 25 as well as a certified copy of the document creating or evidencing the charge (in circumstances where such charge would have been registrable had the company been formed and registered under the Companies Act, 2015).
notice of the company’s registered office its place of origin or, if it does not have such an office, its principal place of business in its place of origin by providing this information on Form FC 2.
Names and postal addresses of one or more persons resident in Kenya authorized to accept, on behalf of the company, service of notices required to be served on the company
Full address of place of business in Kenya.
Safeguards against the disclosure of a natural person’s residential address where this information is required to be provided by the company
A mechanism for the appointment of a liquidator of a foreign company in respect of the foreign company’s property in Kenya
The recognition that a foreign company may have a local board of directors with specific powers in addition to its foreign directors.

Prescribed documents may be in a language other than English but must be accompanied by a certified translation into English.

Where do I send the registration documents?

You can upload your registration documents to the Companies Registry portal on https://www.brs.ecitizen.go.ke or www.services.brs.go.ke

Is local shareholding required?

No.

Is a local representative required?

Yes. A foreign company may not be registered in Kenya unless it has at least one local representative. A local representative may be any person of the company’s choice but must be resident in Kenya. A local representative is always required to be present at the registered office of the company in Kenya when the office is open.

The name and particulars of the local representative must be stated in the application for registration form. Local representatives are responsible for ensuring compliance by the company of all requirements under the Companies Act, 2015 and may be personally liable for any penalty imposed on the company for contravention of or non-compliance with the Act.

It is an offense for a foreign company to carry on business in Kenya for more than 21 days without a local representative.

What about the name of the company?

You may register a foreign company using its corporate name (its name under the law of its place of incorporation) or an alternative name under which it proposes to carry on business in Kenya.

If an alternative name is registered it is treated for Kenyan legal purposes as a company’s corporate name [and must be used on any forms that ask for the ‘company name’].

There are controls and restrictions which apply to your choice of company name. These are explained more fully in our practice note PN/01 – Incorporation of Companies.

When is registration effected?

Once satisfied with the application, the Registrar will issue and sign a certificate of compliance stating:

the name of the company and its identifying number
that the company is registered as a foreign company under the Companies Act, 2015 and the date of such registration
the date of incorporation of the company in its place of origin

The certificate of compliance is conclusive evidence of compliance with the requirements of registration as a foreign company under the Companies Act, 2015.

Filing requirements for foreign companies

Do foreign companies need to file financial statements with the Companies Registry after registration?

Yes. Foreign companies are required to file financial statements with the Companies Registry. The financial statements should be filed together with a statement supported by a statutory declaration verifying that the copies are true copies of the financial statements of the Parent Company.A KES 500/- fee or as statutorily advised which applies to all registered foreign companies that lodge financial statements at the Companies Registry.

What other documents are foreign companies required to file with the Companies Registry?

A foreign company should notify Registrar of any changes to the original information delivered for registration as and when changes occur. This includes changes to:

its constitution (or any other document lodged in relation to the company)
its directors or their particulars e.g. addresses
the extent of the powers of directors in Kenya [to represent the company]
its local representative(s) or their name/address
the location in its place of origin of its registered office or, where it has no such registered office, its principal place of business.
the location of its place of business in Kenya

The above changes must be notified within one month of the occurrence of the relevant change using Form FC7.

A registered foreign company must also deliver forms to the Registry notifying the following (within the period specified):

the particulars of the place in Kenya it proposes to carry on business (prior to carrying on business at that place using Form FC4)
the closure of a place of business in Kenya (within 21 days of such closure using form FC8). Note that a company is deemed to have closed a place if it does not carry on business there for a continuous period of 6 months.
the opening hours of the registered office in Kenya using Form FC6
a change in location of the registered office in Kenya or a change in the opening hours (within 7 days of such change using Form FC5)
Do foreign companies need to register charges?

Foreign companies may be required to register specified charges with the companies’ registry once regulations for this are prescribed. At the moment there are no such regulations.

De-registration and liquidation of foreign companies

What happens if a registered foreign company ceases to operate or carry on business in Kenya or is dissolved or de-registered in its country of incorporation?

The company’s local representative(s) at the relevant time must:

within one month of the company ceasing to carry on business in Kenya, notify the Registrar of that fact using Form FC9
within one month of the company being dissolved or de-registered in its place of origin, notify the Registrar of that fact using Form FC10

following receipt of any such notice the Registrar will strike the company’s name from the Foreign Companies Register at which point the company ceases to be registered under the Companies Act, 2015 but remains subject to the filing requirements under the Act with respect to matters occurring at or prior to such de-registration.

Appointment of a liquidator

The company’s local representative(s) at the relevant time must:

within one month of commencement of liquidation proceedings in its place of origin, notify the Registrar of that fact.
when a liquidator is appointed, notify the Registrar of such appointment using Forms as statutorily required.

deregistration

Where the Registrar reasonably believes that a registered foreign company is not carrying on business in Kenya or is carrying on such business without a local representative, s/he may (after following the laid down notification procedure) strike the company’s name from the Foreign Companies Register at which point the company ceases to be registered under the Companies Act but remains subject to the filing requirements under the Act with respect to matters occurring at or prior to such de-registration.

If a registered foreign company is dissolved in its place of origin, then the company’s name is removed from the Companies Registrar and the company ceases to be registered under the Companies Act. However, it remains subject to the filing requirements for matters that occurred at, or prior to, the dissolution

Foreign companies incorporation in Kenya

A foreign company is prohibited from carrying on business in Kenya (including offering of any debentures and being a guarantor for any debentures offered in Kenya) unless it is registered in Kenya under the Companies Act, 2015.

According to the Companies Act, 2015 a foreign company shall not conduct business in Kenya unless it is registered in Kenya, or has made an application for registration in Kenya but the application has not been finalized within the stipulated period. Conducting business, in this respect, is defined to include, but not limited to, offering debentures in Kenya or being a guarantor for debentures offered in Kenya.

Thus, for a foreign company to offer a debenture in Kenya or even be a guarantor for a debenture offered in Kenya, the foreign company must be registered in Kenya. An application for registration as a foreign company in Kenya under the Companies Act will be lodged with the Registrar of Companies.

Foreign companies must establish and maintain a registered office in Kenya and may only operate and/or carry on business at a place in Kenya that has been notified to the Registrar.

How do I register?

Prior to carrying on business in Kenya, you must lodge an application for registration as a foreign company with the Registrar through the E-Citizen platform and pay the current registration fee of KES 7,550 or as statutorily advised (the fee includes the name search fee, registration fee, official search fee and the convenience fee).

When making an application, the following information and documents are required to be submitted in addition to payment of the fee:

a completed Form FC 2 (Application for registration as a foreign company)
a certified/notarized copy of the company’s certificate of incorporation or registration in its place of origin (or similar document). If the company’s certificate of incorporation and charter is not in English, a certified translation should be provided.
a certified/notarized copy of the company’s constitution, the Charter, Statutes, Articles or other instruments defining the constitution of the company or the equivalent, If the company’s constitution is not in English, a certified translation should be provided.
a list containing the names and personal details of the directors and shareholders of the company.
A Certified/notarized/ memorandum executed by or on behalf of the company stating the powers of any directors who (a) reside in Kenya and (b) are members of a local board of directors.
If applicable, particulars of each existing charge on the property of the company [by completing Form CR 25 as well as a certified copy of the document creating or evidencing the charge (in circumstances where such charge would have been registrable had the company been formed and registered under the Companies Act, 2015).
notice of the company’s registered office its place of origin or, if it does not have such an office, its principal place of business in its place of origin by providing this information on Form FC 2.
Names and postal addresses of one or more person’s resident in Kenya authorized to accept, on behalf of the company, service of notices required to be served on the company
Full address of place of business in Kenya.
Safeguards against the disclosure of a natural person’s residential address where this information is required to be provided by the company
A mechanism for the appointment of a liquidator of a foreign company in respect of the foreign company’s property in Kenya
The recognition that a foreign company may have a local board of directors with specific powers in addition to its foreign directors.

Prescribed documents may be in a language other than English but must be accompanied by a certified translation into English.

Where do I send the registration documents?

You can upload your registration documents to the Companies Registry portal on https://www.brs.ecitizen.go.ke or www.services.brs.go.ke

Is local shareholding required?

No.

Is a local representative required?

The name and particulars of the local representative must be stated in the application for registration form.

Local representatives are responsible for ensuring compliance by the company of all requirements under the Companies Act, 2015 and may be personally liable for any penalty imposed on the company for contravention of or non-compliance with the Act. It is an offense for a foreign company to carry on business in Kenya for more than 21 days without a local representative.

What about the name of the company?

You may register a foreign company using its corporate name (its name under the law of its place of incorporation) or an alternative name under which it proposes to carry on business in Kenya. If an alternative name is registered it is treated for Kenyan legal purposes as a company’s corporate name [and must be used on any forms that ask for the ‘company name’].

There are controls and restrictions which apply to your choice of company name. These are explained more fully in our practice note PN/01 – Incorporation of Companies.

When is registration effected?

Once satisfied with the application, the Registrar will issue and sign a certificate of compliance stating:

the name of the company and its identifying number
that the company is registered as a foreign company under the Companies Act, 2015 and the date of such registration
the date of incorporation of the company in its place of origin

The certificate of compliance is conclusive evidence of compliance with the requirements of registration as a foreign company under the Companies Act, 2015.

Filing requirements for foreign companies

Do foreign companies need to file financial statements with the Companies Registry after registration?

A KES 500/- fee or as statutorily advised which applies to all registered foreign companies that lodge financial statements at the Companies Registry.

What other documents are foreign companies required to file with the Companies Registry?

A foreign company should notify Registrar of any changes to the original information delivered for registration as and when changes occur. This includes changes to:

its constitution (or any other document lodged in relation to the company)
its directors or their particulars e.g. addresses
the extent of the powers of directors in Kenya [to represent the company]
its local representative(s) or their name/address
the location in its place of origin of its registered office or, where it has no such registered office, its principal place of business.
the location of its place of business in Kenya

The above changes must be notified within one month of the occurrence of the relevant change using Form FC7.

A registered foreign company must also deliver forms to the Registry notifying the following (within the period specified):

the particulars of the place in Kenya it proposes to carry on business (prior to carrying on business at that place using Form FC4)
the closure of a place of business in Kenya (within 21 days of such closure using form FC8). Note that a company is deemed to have closed a place if it does not carry on business there for a continuous period of 6 months.
the opening hours of the registered office in Kenya using Form FC6
a change in location of the registered office in Kenya or a change in the opening hours (within 7 days of such change using Form FC5)
Do foreign companies need to register charges?

Foreign companies may be required to register specified charges with the companies’ registry once regulations for this are prescribed. At the moment there are no such regulations.

De-registration and liquidation of foreign companies

What happens if a registered foreign company ceases to operate or carry on business in Kenya or is dissolved or de-registered in its country of incorporation?

The company’s local representative(s) at the relevant time must:

within one month of the company ceasing to carry on business in Kenya, notify the Registrar of that fact using Form FC9
within one month of the company being dissolved or de-registered in its place of origin, notify the Registrar of that fact using Form FC10

and following receipt of any such notice the Registrar will strike the company’s name from the Foreign Companies Register at which point the company ceases to be registered under the Companies Act, 2015 but remains subject to the filing requirements under the Act with respect to matters occurring at or prior to such de-registration.

Appointment of a liquidator

The company’s local representative(s) at the relevant time must:

within one month of commencement of liquidation proceedings in its place of origin, notify the Registrar of that fact.
when a liquidator is appointed, notify the Registrar of such appointment using Forms as statutorily required.
De-registration in other circumstances

foreigner Requirements to own a Business in Kenya.

Is it your dream to open a company or a business in Kenya, this should be well sorted because we are here to help you in your process, Foreigners who want to own, or run a business in Kenya, need to have an Investor Class D permit from the Immigration Department?

Legal Provisions regarding Investor Permits in Kenya.

It’s a criminal offence to own a business in Kenya if you are non-Kenyan without a permit, to avoid this offence it advisable to follow legal requirement when opening provisions of the Immigration Act (Cap 172, Laws of Kenya) are as follows: ‐

“Section 4 (1) “Subject to this Section, no person who is not a citizen of Kenya shall enter Kenya unless he is in possession of a valid entry permit or a valid pass.” (2) “…the presence in Kenya of any person who is not a citizen of Kenya shall, unless otherwise authorized under this Act, be unlawful unless that person is in possession of a valid entry permit or a valid pass.”

Section 13(2) (f):‐ “A person who, not being a citizen of Kenya, engages in any employment, occupation, trade, business or profession, whether or not for profit or reward, without being authorized to do so by an entry permit….shall be guilty of an offence and be liable to a fine not exceeding/ twenty thousand shillings or imprisonment for a term not exceeding one year or to both.”

Section 13(2) (g) provides for a similar penalty for “Any person who employs any person (whether or not for reward) whom he knows or has reasonable cause to believe is committing an offence under paragraph (f) by engaging in that employment.”

Class D Business Investor Permit

There is certain process to follow in Kenya regulations for you to get the permit. A Class D Permit has legal restrictions on foreign ownership either wholly or partly. For instance, private companies that intend to purchase agricultural property in Kenya, Banking companies, Security companies and some telecommunication companies cannot have foreign shareholders at all.

Requirements as to Investment Capital in Kenya.

To Qualify for a Class D permit, the Investor is required to have a minimum of USD 100,000 or equivalent in a Bank account.
Class G Permit is applied for by foreigners who will be shareholders in the business. To Approval / Rejection of a business permit in Kenya.

Once the application is submitted to the Immigration department, it shall be presented to a committee for approval.
This process may take between two and six months depending on how many times the committee sits and the number of applications they must process.

The committee will usually consider the following things when deciding whether to approve or reject the application

The investment potential on the economy.
Job creation potential of the Business.
The nationality of the applicant. An applicant has a higher chance of approval of his application if his or her country has a stronger and low criminal statistics and security threats.

Upon approval and payment of the prescribed fees the applicant shall be provided with a Class D Permit which shall be endorsed in his / her passport.
On rejection, the applicant may make an appeal to the Minister or may have to cancel the investment plans as the case may be or reasons for rejection.

Application for registration as an Alien

Once the Permit is issued, the applicant shall then apply for registration as an Alien and be issued with an Alien card.

Requirements for Foreign Company Registration in Kenya

Certified copies of foreign company’s memorandum and Articles of Association.
Certified copy of the certificate of Incorporation duly certified by a Notary Public.
If in a Foreign Language, certified copies of translated documents by a Notary Public.
Appointment of a Local representative of the Foreign Company in Kenya.
Registered address of the Foreign Company in County of registration.
Notification of directors’ residential address (Form CR8)
Proposed registered address in Kenya.
Copies of Passport and passport photos of the Directors / shareholders.

Prescribed Forms for Foreign company Registration.

Form 236, this is the List of documents submitted for registration by a company incorporated outside Kenya.
Form 237, this the List and particulars of directors and secretary of a foreign company incorporated outside Kenya.
Form 238, List of names and addresses of the individual’s resident in Kenya authorized to receive service on behalf of a Foreign company incorporated outside Kenya.
Form 250, this is the Notice of location of registered or principal office or change notification of an overseas company incorporated outside Kenya.

Here is how to register a business in Kenya
The registration of businesses in Kenya has been made easier and faster. One can now do a name search and even register their business fully online on e-Citizen. It’s important to note that from 15th October 2017, no manual registration of businesses will be done by the registrar of companies.
Here is the new process of registering a business in Kenya.
A. Log onto e-Citizen your account for you to use the e-Citizen platform, you need to have registered on it which is a simple process. Once you log in, select Business Registration Service.
B. Name search
Once you are in the Business Registration Service, click on Make Application. It will take you a section where you will click on Business Name Registration. In the next step, you will need to choose the type of business you want to register plus your preferred business name.
If say you want to register a sole proprietorship or partnership, then choose Business Name Registration, and if you want to register a Private Limited Company then choose that option and so on.
A name search is processed within a day and only one name can be submitted at a time. It is processed from Monday to Friday between 8 am to 5 pm excluding public holidays.
C. Business Registration
Once the business name has been approved, you can then be allowed to register your business. The name search approval is not communicated via email so you have to keep checking the eCitizen website.
D. Requirements for registration
Company
1. Fill company registration form CR1 .
2. Fill details of directors and shareholders and upload scanned copies of I.D. card/passport, KRA PIN certificate and recent coloured passport photograph. Directors/shareholders have to be registered on the iTax platform.
3. Fill shareholding details.
4. Fill a notification of directors’ residential address – Form CR8.
5. Fill the statement of nominal capital.
Kindly note that you can now register a company with one person as both the shareholder and director.
Registration takes a week and the certificate will be available on the eCitizen platform for download.
Partnership and Sole proprietorship
1. Fill BN2 form
2. Upload ID card/passport, KRA PIN certificate, and recent colored passport photographs of sole proprietor or partners as the case might be.
Registration takes a week and the certificate will be available on the eCitizen platform for download.

How do I register a private company in Kenya?

If you’re starting a business in Kenya, the first thing you need to do is register it as a private company. This means that you’ll need to comply with a range of legal and regulatory requirements, and that the company will be subject to various taxes and charges. You can register your company in Kenya using the Business Registration Online (BRS) service. This service is available to both local and international businesses, and it’ll help you to comply with all of the legal and regulatory requirements that are applicable to private companies in Kenya.
If you have a small business that requires a corporate structure, registered private companies in Kenya offer a cost-effective way to go corporate.
A person wishing to incorporate a company should lodge with the Registrar the following documents:
Application and reservation of name. The name search and reservation process can be done on the E-Citizen platform.
A duly filled Form CR 1 – which is an application form used for the registration of either a Limited company, Unlimited company or a company limited by guarantee.
Model memorandum for a company limited by shares (Form CR2) or model memorandum for a company limited by guarantee (Form CR3) or model memorandum for a company whose liability is unlimited (Form CR4)
Articles of Association are only attached if the company chooses to present its own articles instead of adopting those provided in the Regulations.
A copy of national I.D. card, KRA PIN certificate and recent colored passport photograph of each director and the company secretary (if any). NOTE: a company is only required to have a Company Secretary if its nominal capital exceeds Kshs. 500,000
Notification of directors’ residential address (Form CR8)
Copy of I.D card of person lodging documents.
Registration fees amounting to Kshs. 10,650.
Statement of nominal share capital form..
All this is done online at e citizen account portal

How to Register a Subsidiary Company in Kenya

An overseas company wishing to conduct foreign company registration in Kenya by opening a branch office or opening a subsidiary company in Kenya should deliver the following to the Registrar of Companies:

Requirements of Registering a Foreign company in Kenya

A certified copy of the Charter, Statutes or Memorandum and Articles of Association of the Company, or other instruments defining the constitution of the company
A certified copy of the foreign company’s current certificate of incorporation or registration in the company’s place of origin, or a document of similar effect
A list containing the names of the company’s directors and shareholders, and their personal details
A memorandum executed by or on behalf of the company stating the powers of directors, if any, who reside in Kenya and are members of a local board of directors
A statement of all existing charges entered into by the company affecting properties in Kenya
Names and postal addresses of one or more persons resident in Kenya authorized to accept,
on behalf of the company, service of notices required to be served on the company
Full address of the registered or principal office of the company in its home country
Full address of place of business in Kenya.
In relation to any existing charge on property of the foreign company that would be a registrable charge if the foreign company were a company incorporated in Kenya, the documents that would be required to be lodged for registration with the Registrar of Companies
Safeguards against the disclosure of a natural person’s residential address where this information is required to be provided by the company
A mechanism for the appointment of a liquidator of a foreign company in respect of the foreign company’s property in Kenya
The recognition that a foreign company may have a local board of directors with specific powers in addition to its foreign directors.

Requirements Regarding to Name and Appointment of a Local Representative

The New Companies Act 2015, has now been implemented to comply foreign companies regulations in Kenya. According to the 2015 Act, a foreign company shall not conduct business in Kenya unless it is registered in Kenya, or has made an application for registration in Kenya but the application has not been finalized within the stipulated period. Conducting business, in this respect, is defined to include, but not limited to, offering debentures in Kenya or being a guarantor for debentures offered in Kenya. Thus, for a foreign company to offer a debenture in Kenya or even be a guarantor for a debenture offered in Kenya, the foreign company must be registered in Kenya. An application for registration as a foreign company in Kenya under the 2015 Act will be lodged with the Registrar of Companies.

The application will contain information to be prescribed published regulations and comply with the requirements with regard to the company’s name and the appointment of a local representative and be accompanied by the prescribed fee and the required documents.In the application for incorporated as a foreign company in Kenya, the company may specify the name under which it seeks to carry on business in Kenya. This may either be the name of the company under the law of the country or territory in which it is incorporated or an alternative name, other than its corporate name, which the company desires to be its corporate identity in Kenya.

ocl business associates can help by offering nominee shareholder agreement where we hold shares in trust risk free at a reasonable fee. A foreign company is also required to appoint a local representative in Kenya who not only receives service of process but also ensures that the foreign company complies with the requirements of the law. The local representative is personally liable if a penalty is imposed on the company for a contravention or failure to comply with the Act, if the court hearing the matter is satisfied that the local representative should be so liable.

Local Statutory Forms to be completed for foreign company Registration

Form 236, this is the List of documents submitted for registration by a company incorporated outside Kenya.
Form 237, this the List and particulars of directors and secretary of a foreign company incorporated outside Kenya.
Form 238, List of names and addresses of the individuals resident in Kenya authorized to receive service on behalf of a Foreign company incorporated outside Kenya.
Form 250, this is the Notice of location of registered or principal office or change notification of a overseas company incorporated outside Kenya.
All these forms are requisite requirements for Company registration in Kenya for foreigners 2016.

ocl business associates upon successful submission of the required documents for registering a foreign company will facilitate the issuance of a “Certificate of Compliance” to the Company by the registrar of companies. We also offer PIN and VAT Registration services in Kenya. The whole. We make Company registration in Kenya for foreigners a simple process and not complicated at all.this can take a minimum of one day and a maximum of five days.

Foreign Companies Regulations in Kenya

This process is also known as Formation of a foreign company in Kenya or incorporation of a foreign company in Kenya or Registration of multinational companies Kenya is not costly when using our services. We can also be able to obtain list of international companies in Kenya from registrar of companies Kenya.

The list of international companies in Kenya and multinational companies in Kenya is endless.

IMPLICATIONS OF THE NEW COMPANIES ACT 2015 AND INSOLVENCY ACT 2015

The New Act has more detailed disclosure and compliance requirements for companies which are formed outside Kenya that want to register their business in Kenya.

Requirements for Registration of a Foreign Company under the new 2015 Act

In accordance with 2015 Act, a foreign company cannot conduct business in Kenya unless it is duly registered in Kenya, or an application is pending for registration in Kenya but the application has not been processed within the prescribed period. Conducting business, in this regard, is defined to comprise of, but not limited to, offering debentures in Kenya or being a guarantor for debentures offered in Kenya. For a foreign company to offer a debenture in Kenya or even be a guarantor for a debenture offered in Kenya, the foreign company must be duly registered in Kenya.

An application for registering a foreign company in Kenya under the 2015 Act must to be lodged with the Registrar of Companies. The application must contain information prescribed in published regulations to comply with the requirements in respect to the company’s name and the appointment of a local representative and be accompanied by the prescribed fee and the required documents.

Requirements in Respect to Name and Appointment of a Local Representative

In its application for registration of a foreign in Kenya, the company may specify the name under which it seeks to carry on business in Kenya. This may either be the name of the company under the law of the country or territory in which it was incorporated or alternatively the name, other than its corporate name, which the company wants to be its corporate identity in Kenya.A foreign company is also needed to appoint a local representative in Kenya who not only accepts service of process but also makes sure that the foreign company complies with the requirements of the new law. The local representative is personally liable if a penalty is imposed on the company for a contravention or failure to comply with the Act, if the court hearing the matter is satisfied that the local representative should be so liable.

Documents Required to Accompany Registration Application

Application for registration of a foreign company has to be accompanied by the documents below:

A certified copy of the foreign company’s current certificate of Formation or incorporation or registration in the company’s place of origin, or a document of similar effect;
A certified copy of the company’s constitution (memorandum and articles of association);
A list of the names of the company’s directors and shareholders, and their personal details;
A memorandum executed by or on behalf of the company indicating the powers of directors, if any, who reside in Kenya and are members of a local board of directors;
In respect to any existing charge on property of the foreign company that would be a registrable charge if the foreign company were a company incorporated in Kenya, the documents that would be required to be lodged for registration with the Registrar of Companies;
Notice of the address of the company’s registered office in its Country of origin, if any; otherwise, the address of its principal place of business in its place of origin; and
Notice of the address of the company’s registered office in Kenya.

More Changes Affecting Foreign Companies

Additionally, to the company registration requirements, the 2015 Act introduces, among others, the following changes which affect foreign companies:

Safeguards against the disclosure of a natural person’s residential address where this information is required to be provided by the company;
A mechanism for the appointment of a liquidator of a foreign company in respect of the foreign company’s property in Kenya; and
The recognition that a foreign company may have a local board of directors with specific powers in addition to its foreign directors.

Consequences of the New Registration Requirements

It will be more difficult and burdensome for foreign companies to do business in Kenya in light of the new registration requirements. If a foreign company carries on business in Kenya without registration, the company and each of its officers in default commit an offence and, on conviction, each of them is liable pay a fine of five million shillings.

Foreign Company Winding up under Insolvency Act, 2015

Members’ Voluntary Liquidation under the Insolvency Act, 2015

The Insolvency Bill was assented to by the president on 11th September 2015 and came into operation in 2016.Some of its provisions came into effect on January 18, 2016 by way of Legal Notice No. 1 of 15th January 2016. Some of these provisions include Parts II, VI, VII, VIII, IX, X, XI, XII and the Third and Fourth Schedules of the Act. The relevant part on liquidation of companies is Part VI which is now covered in the above legal notice.

Prior to the enactment of the Insolvency Act, corporate insolvency was dealt with under the Winding-up provisions of the Companies Act(Cap 486 of the Laws of Kenya) (the Companies Act) while the insolvency of natural persons was covered in the Bankruptcy Act of Kenya(Cap 53 of the Laws of Kenya) (the Bankruptcy Act). The attached short write up deals with the procedure for winding up under this new Act, with particular bias to voluntary winding up by member liquidation under new Act

Unlike the previous legislation, the Act seeks to redeem insolvent companies through administration as opposed to liquidation. The Act emphasizes on assisting insolvent natural persons, unincorporated entities and insolvent corporate bodies whose financial position is redeemable to continue operating as going concerns so that they may be able to meet their day to day financial obligations to the satisfaction of their creditors.

Lending financial institutions are usually at the forefront of bankruptcy and liquidation processes where majority have interests as secured creditors. For this reason, it is important to consider how the consolidated Act impacts secured creditors rights with respect to their securities.

Insolvency of incorporated and unincorporated bodies

Liquidation of a Company by order of the Court

Creditors including any contingent or prospective creditors can make an application to the Court for liquidation of company where the company is unable to pay its debts. The liquidator in liquidation has numerous functions and one such function is to ensure that the assets of the company are realized and distributed to the company’s creditors. However, it is important to note that if the assets of the company available for payment of general creditors are insufficient to meet the expenses of liquidating a company, these expenses have priority over any claims to property subject to any floating charge, created by the company and are to be paid out of any such property accordingly.

Where a creditor proves a debt, interest on such debts may also be paid out by the liquidator if surplus permits. However, this interest ranks equally whether or not the debt ranked in priority with other debts.

When a company is in liquidation, the liquidator must make available for the satisfaction of unsecured debts, a portion of the company’s net assets, as is prescribed by the insolvency regulations and may not distribute that part to the proprietor of a floating charge except to the extent that it exceeds the amount required for the satisfaction of unsecured debts.

Administration

The Act provides an option for the administration of an insolvent company; pursuant to section 522, the objectives of administration are to maintain the company as a going concern, to achieve a better outcome for the company’s creditors as a whole than would likely to be the case if the company were liquidated and to realise the property of the company in order to make a distribution to one or more secured or preferential creditors. Whereas previously, a company could be wound up immediately it became insolvent, the Insolvency Act now gives the company an opportunity to operate as a going concern and not necessarily engage in the sale and realization of its assets as a primary option.

Appointing an Administrator

An administrator may be appointed by the Court, a holder of a floating charge or by the company or the directors. The administrator is deemed an officer of the Court, whether appointed by the Court or not. With respect to a holder of a floating charge, section 534 of the Act provides that the holder must be a holder of a qualifying floating charge in respect of a company’s property. A qualifying floating charge is one which is created by a document that states that this section of the Act applies to the floating charge or purports to empower the holder of the floating charge to appoint an administrator of the company. The holder of a qualifying floating charge may also apply to Court for an administration order. The Court has the power to make an administration order in respect of a company even if a company may be able to pay its debts.

To find out on how to register a branch of a subsidiary company in Kenya and how to register a subsidiary company in kenya

public company registration in Kenya

owning a company in Kenya is the best decision you can make in life because it is every person’s dream to own a company. therefore, there are certain rules and regulations set by the government to make sure. laws are practices to avoid illegal company registration, A public company is defined by Section 10 of the Companies Act, 2015 as having;

Free transferability of shares
Its articles do not prohibit members of the public from subscribing to its shares
The Certificate of Incorporation must indicate that it is a public company.

Procedure for Incorporation of a Public Limited Liability Company in Kenya.

to register a public limited liability company in Kenya,

you first must open an E-Citizen account as registration can only be done by

a director,
lawyer
Company Secretary.

Steps followed

1. Name search
one should start by giving desired name at the Registrar of Companies which must have the word Public Liability Company or PLC. The Registrar will issue the applicant with a letter confirming that the name is available for registration.

2. Preparation of the Memorandum and Articles of association
The applicant will be required to engage a professional lawyer/company secretary to draft the Memorandum of Articles which will set out the objects of the company and the internal constitution of the company. The company can also adopt the Articles of Association prescribed under the Companies Act.

Documents required for incorporation of a public company in Kenya

CR 1– Statement of Company Registration
CR 2 – Memorandum of Association
CR 8 –Notice of registered office
1. CR 10- Appointment of Company Secretary
2. CR 12-
3. Statement of Nominal Capital

Requirements for Shareholders/Directors

Copy of ID / Passport for the Shareholders / Directors
Digital passport photos of the Shareholders / Directors
Copy of PIN certificate for the Shareholders / Directors

Requirements for registration

Once your company name has been reserved, you will need to provide your information that will be used to prepare your company documents.

Here are some of the information that you will need to collect;

1. Director(s) Details

Full names – your full names as displayed on your ID/Passport will be used on the application

Occupation – you will need to state your occupation e.g., IT Consultant, marketing consultant, finance consultancy, consultant etc.

If you don’t have any occupation, don’t worry, you can simply put either a businessman or businesswoman.

Postal address – you will need to provide your postal address.

If you don’t have one, you can register it with Posta Kenya.

Physical Residential address – This information will be used on the Form CR8 to comply with the Company Act which requires all directors to provide their residential address.

You’ll need to provide LR number or house number, building name (if any), street name, town name, country.

Copy of ID or Passport – you can scan or photocopy your identification document.

Copy of KRA PIN certificate – all Kenyan directors/shareholders will need to provide KRA PIN, however, foreigners won’t need to provide one for the registration.

Photos – must have a clear background and show all your facial features, just like a passport photo.

Note: Please avoid submitting photos that have someone wearing sunglasses, hats; this could cause your application to be rejected by the Registrar.

2. Company Details

Company Name Suggestions – you’ll need to come up with up to 2 company name that you would like to check its availability.

Nature of business – with the new Company Act 2015, you can now do all trade of consultancy business without any restrictions.

Location of business premises – you will need to provide the location details of your office including LR Number or Plot Number.

Building name (if any), Street name, Town name. If you don’t have a business premise yet, then you can provide your home address then make the changes later once you have secured business premises.

Once you have provided the above information, your company documents will be prepared and each director will be required to sign the Memorandum & other documents as follows;

Form CR1 – Application Form for Company Registration

Form CR2 – Memorandum

Form CR8 – Notice of Residential Address of Director(s)

Notice of Nominal Capital Share

Cessation Form (only applicable for applicants who are upgrading their business to the limited company)

3. Certificate of Incorporation

Upon signing your documents, your application will be submitted at Company Registry for the process.

The documents will be verified and approved before going to the Company Registrar for signing.

How do I file my annual return to a company in Kenya?

Section 125 of the Companies Act states that every company having a share capital shall, once at least in every year, make a return, and the said return shall be in the form and shall be made up to the date of the fourteenth day after the date of the annual general meeting.

When are you required to complete the Annual Returns?

The annual Company returns forms Kenya should be made and filed at least once every calendar year.
The company must within that period submit to the registrar a copy of the annual return, signed both by a director and by the secretary of the company.

Once a company fails to comply with this requirement, the company and every officer of the company who is in default shall be liable to a default fine as may be prescribed by the registrar.

In filing the Annual Return, the completed annual returns form is submitted at the Companies Registry Kenya with the requisite fees before acceptance.

A penalty for every year defaulted levied for late filing of annual returns is as follows:

If the company has failed to file its Annual Returns, the company shall be liable to a fine of KES. 50,000.00

If the company has failed to file the Annual Returns of the company directors, the Company directors shall be liable to a fine of KES. 50,000.00

If the company has failed to file the Annual Returns of the company

Form of annual return of a company having a share capital

The content of the form of annual return of a company having a share capital include as follows:
The location of the registered office of the company and the company’s registered postal address
If the register of members is, under the provisions of the Companies Act, kept elsewhere than at the registered office of the company, the address of the place where it is kept
If any register of holders of debentures of the company or part of any such register is, under the provisions of the Companies Act, kept elsewhere than at the registered office of the company, the address of the place where it is kept;
A summary, distinguishing between shares issued for cash and shares issued as fully or partly paid up otherwise than in cash, specifying the following particulars—
The amount of the share capital of the company and the number of shares into which it is divided;
The number of shares taken from the commencement of the company up to the date of the return;
The amount called up on each share;
The total amount of calls received;
he total amount of calls unpaid;
The total amount of the sums (if any) paid by way of commission in respect of any shares or debentures;
The discount allowed on the issue of any shares issued at a discount or so much of that discount as has not been written off at the date on which the return is made;
The total amount of the sums (if any) allowed by way of discount in respect of any debentures since the date of the last return;
The total number of shares forfeited;
The total amount of shares for which share warrants are outstanding at the date of the return and of share warrants issued and surrendered respectively since the date of the last return, and the number of shares comprised in each warrant.
Particulars of the total amount of the indebtedness of the company as at the date of this return in relating to all mortgages and charges which are required to be registered with the registrar under the Companies Act.
A list containing the names and postal addresses of all persons who, on the fourteenth day after the company’s annual general meeting for the year, are members of the company, and of persons who have ceased to be members since the date of the last return
Or, in the case of the first return, since the incorporation of the company; stating the number of shares held by each of the existing members at the date of the return, specifying shares transferred since the date of the last return (or, in the case of the first return, since the incorporation of the company) by persons who are still members and have ceased to be members respectively and the dates of registration of the transfers; and
If the names aforesaid are not arranged in alphabetical order, having annexed thereto an index sufficient to enable the name of any person therein to be easily found.

All such particulars relating to the persons who at the date of the return are the directors of the company and any person who at that date is the secretary of the company are by this Act required to be contained with respect to directors and the secretary respectively in the register of the directors and secretaries of a company.

A company is not required to make a return in the year of its incorporation.

NATIONAL CONSTRUCTION AUTHORITY

NCA is mandated to clear Kenya builders and contractors as a way of eliminating rogue contractors and malpractices in building and construction. The authority, which has recently started inspecting construction and building projects around the country to ensure high quality of work and close projects posing health risks and collapse hazards, is expected to provide the regulatory framework for registration and renewal of contractors.

5 steps to register as a contractor with NCA Kenya

Register with Registrar of Companies: Each contractor is required to hold a certificate of incorporation from the Registrar of Companies in Kenya. This will mean they register as a legal company in the country as a limited liability, sole proprietorship or as a partnership company.
In this respect, the National Construction Authority will also require that one of the technical directors of the registered company have minimal technical qualification, have skills or possess experience in a field related to construction. All the directors must also forward their CVs to the National Construction Authority.
Valid PIN, VAT and Income Tax compliance certificates, and Bank Account: The contractor applying to operate in Kenya must also prove tax compliance by means of submitting these documents to National Construction Authority (NCA). The bank account should be opened under name of the contractor company and evidence for the bank account is required.
Foreign contractors are issued with permission to operate for a specific period of time and will be required to prove that they are in the country for that given to undertake a project. They should not undertake another project after the one specified or targeted is completed and they will be required to launch an affidavit with the authority that this will not happen.
Foreign contractors willing to operate in Kenya are also required to submit a commitment to transfer skills not with locals and as can be determined by National Construction Authority from time to time.

A Certificate of Registration is issued on registration as a contractor in Kenya.

Contractor classification/grades

NCA regulations allow a Kenyan contractor to register in one or more categories according to class of construction works to be undertaken.

NCA1: Unlimited contract value: which has various classes: Unlimited contract value [Contractors – Building] Unlimited contract value [Specialist Contractors] Unlimited contract value [Roads and other Civil Works]

NCA2: Up to 500, 000, 000 [Contractors – Building], Up to 250, 000, 000 [Specialist Contractors], Up to 750, 000, 000 [Roads and other Civil Works].

NCA3: Up to 300, 000, 000 [Contractors – Building] Up to 150, 000, 000 [Specialist Contractors] Up to 500, 000, 000 [Roads and other Civil Works]

NCA4: Up to 200, 000, 000 [Contractors – Building] Up to 100, 000, 000 [Specialist Contractors] Up to 300, 000, 000 [Roads and other Civil Works]

NCA5: Up to 100, 000, 000 [Contractors – Building] Up to 50, 000, 000 [Specialist Contractors] Up to 200, 000, 000 [Roads and other Civil Works]

NCA6: Up to 50, 000, 000 [Contractors – Building] Up to 20, 000, 000 [Specialist Contractors] Up to 100, 000, 000 [Roads and other Civil Works]

NCA7: Up to 20, 000, 000 [Contractors – Building] Up to 10, 000, 000 [Specialist Contractors] Up to 50, 000, 000 [Roads and other Civil Works]

The following are the six must have requirements when registering with the NCA

Have a Certificate of incorporation from the Registrar of Companies in Kenya which can be a legal limited liability, sole proprietorship or partnership
Forward all Cv of all technical directors of the registered company to the NCA
Have a valid PIN, VAT and Income Tax compliance certificate and register a bank account under the name of the Contractor Company and provide evidence for the bank account.
If applying for electrical engineering, have a certificate from Energy Regulation Commission.
A foreign contractor will be required to have to swear an affidavit with the authority that they will only be in the country for the specific project undertaking.
There is a registration fee. Local contractors in Kenya will be required to pay a fee of Ksh. 10, 000 –50, 000 depending on category in order to register. License renewal costs are valued at between Ksh. 5, 000 and Ksh. 10, 000. Between Ksh. 5, 000 and 10, 000 will be required for annual renewal of license

Foreign contractors willing to register with National Construction Authority to operate in Kenya are required to pay a registration fee of Ksh. 100, 000 and must undertake only tenders they win. Those registering under a temporary registration will need to commit to sub-contracting “not less than 30% of the value” of contract to local contractors visit our website for those services

WORK PERMIT APPLICATION PROCESS IN KENYA

Kenya has made it more difficult for foreigners to obtain work permits and visas to protect its Kenyan citizen. When many people migrate into certain country they are many challenges that may come up. If the governments don’t plan well, resource will not be enough for everyone. Visa and work permit application in Kenya is done online. From having to submit applications online and through the mail to limiting the number of hired foreign workers in favor of Kenyans; companies have to follow many of the country’s policies, some of which make it more difficult to start working with a foreign team.

We understand the unique challenges involved with getting a work visa in Kenya. When you partner with our team, we help in processing your work permit and visa in Kenya at affordable fee

What Types of Kenya Work Permits Are Available to foreigners?

Kenya organizes its work permits into different classes based on what activities a foreigner will undertake in the country. The categories include:

Class A: For anyone entering the prospecting and mining industries.

Class B: For individuals interested in agriculture or animal husbandry.

Class C: For anyone who is a member of a prescribed profession who will practice it alone or in a partnership in Kenya.

Class D: This permit is meant for people offered specific employment with an employer, the Kenyan government, any authority under the Kenyan government, the United Nations (U.N.), or another approved agency. Anyone applying for a class D Kenya work permit must have skills and qualifications not available in the country.

Class F: For people who want to engage in specific manufacturing activities.

Class G: For anyone who wants to enter a certain trade, business, consultancy role, or profession.

Class I: For individuals undertaking religious or charitable activities.

Class K: For ordinary residents at least 35 years old with an annual income of a certain amount from sources other than employment.

Class M: This permit is for anyone granted refugee status in the country.

Keep in mind that all work permits are typically valid for two years with the option to renew for an extra two years. Your employees can renew their work permits an unlimited number of times, but they must do it at least three months before the permit expires.

Requirements to Obtain a Work Permit in Kenya

As the employer, you’re required to apply for work permits on behalf of employees. Each type of Kenya work permit has its own specific documentation, but they all require the following:

Filled out and signed application form

Cover letter from you, the employer

Copies of the foreigner’s passport

Two color, passport-size photos

Payment of the application fee

Kenya emphasizes hiring locals over foreign nationals, which is why a committee decides whether to approve or reject a work permit application based on the impact the employment will have on the country’s economy. They also look at how many jobs it will create for Kenyans and check details about the applicant’s country of origin, such as its economy, criminal statistics, and security threats.

Work permit applicants do not have to reach a minimum salary level, but every applicant must have a Kenyan understudy trained to take the position. Keep in mind, though, that the work permit categories your employees apply for can change without notice, which will also modify the requirements.

Kenya Work Permit Application Process

The first step to obtaining a work permit is applying at the Department of Immigration and submitting all the required documentation above on their website. The department then presents the application to a committee for approval, which can take from two to six months. Your employees will receive a notification of either approval or rejection.

Any foreigner planning to stay in Kenya for more than three months must register as an alien and get an alien registration card from the Department of Immigration. The alien card functions similarly to a residence permit. Keep in mind that a residence permit itself can take two to four months for approval.

PROCESS OF WORK PERMITS APPLICATION IN KENYA
The process commences at the application stage which is facilitated by the Department of Immigration on the Kenyan Immigration portal (https://fns.immigration.go.ke/). This is the official digital payments platform that enables foreign nationals to access and pay government services online. One thus needs to first set up an account through the following link

An application form provided on the platform needs to be duly filled. Depending on the category or class of permit, the following need to be provided as you fill the relevant application form. This applies to all types of permits:

Cover letter from employer/self/organization; depending on the class

Copies of the National Passport

Two recent colored passport size photographs

Application fees upon receipt of approval of the application

The duly completed application forms are then submitted.

Work permits are issued for a period of two years and so applications for renewal herein ought to be done three months prior to the expiry date. This is for purposes of giving the department ample time to properly verify the application so that the renewal can happen systematically. If employment or work comes to an end before the expiry of the work permit, the person will be required to surrender the work permit and the foreigner’s certificate to the immigration offices and then go back to his/her home country.

If the documents are in foreign languages they should be translated into English by the Embassy, Public Notary, or authorized or recognized institution.

This is the procedure of the change/appointment of directors in Kenya

This is the procedure of the change of directors in Kenya under Companies Act, No 17

Incoming director- Requirements

Obtain consent from the person appointed to be director
Obtain Residential address of the new director and file CR8
Obtain PIN, National ID and passport photograph for the new director
File CR 6

Outgoing director

Obtain written resignation letter from the director
File CR 9

In both instances, an interim annual return is required to be filed.

Transfer of shareholding

The parties involved i.e. the transferee and the transferor will sign a transfer deed.
The company secretary will then assess the stamp duty and have the transfer registered at the Registrar of Companies.

How to allot shares after the company has been registered
To allot shares after the company has been registered, the company secretary will file a return on allotment.

Obtain a CR 12 form from the company’s registry

Once the changes have been completed, obtain the new list of shareholders and directors (CR12).

What is required?

Certificate of Incorporation
Memorandum & Articles of Association of the company
PIN, ID, Passport copies of the new director

Incoming director- Requirements

Obtain consent from the person appointed to be director
Obtain Residential address of the new director and file CR8
Obtain PIN, National ID and passport photograph for the new director
the application is done online through e citizen platform

Outgoing director

Obtain written resignation letter from the director
obtain signed affidavit for the outgoing director

In both instances, an interim annual return is required to be filed.

Transfer of shareholding

The parties involved i.e. the transferee and the transferor will sign a transfer deed.
take the form to the land ministry to assess the stamp duty and have the transfer registered at the Registrar of Companies.

How to allot shares after the company has been registered
To allot shares after the company has been registered, the company secretary will file a return on allotment.

Obtain a CR 12 form from the company’s registry

Once the changes have been completed, obtain the new list of shareholders and directors (CR12).

What is required?

Certificate of Incorporation
Memorandum & Articles of Association of the company
PIN, ID, Passport copies of the new director

how can a director resign from a private limited company?

This process is done online through the e-citizen platform provided by the business registration service.

Appointment of a director in Kenya is done either during the incorporation of a Company or appointment by the company at the Annual General Meeting or by an Ordinary Resolution of the Company.

The Companies Articles of Association will provide the manner in which there will be appointment, removal, the retirement of directors in Kenya. This is especially for companies that were registered with their set of Memorandum & Articles of Association in Kenya.

For example, in the provided Model Articles of Association adopted by many private companies in Kenya-

A person ceases to be a director if the person—

(a) ceases to be a director under the Act or under section 411 of the Insolvency Act, 2015, or is prohibited from being a director by law;

(b) becomes bankrupt or makes any arrangement or composition with the person’s creditors generally;

(d) resigns the office of director by notice given to the other directors (if any);

(e) for more than 6 months has been absent without the directors’ permission from directors’ meetings held during that period; or

(f) is removed from the office of director by an ordinary resolution of the company.

Voluntary resignation by a director of the Company in Kenya.

A director of the Company may resign voluntarily from his/her position in the company. The Company is required to notify the Registrar within fourteen (14) days of such resignation.

Documents Required;

Resignation letter stating that the director wishes to resign from the Company
Affidavit of Resignation is required by the Registrars of Companies
Minutes from a meeting of directors showing the resignation (note all the directors must sign the extract of the minutes from the meeting.

Removal of a director in Kenya

A director can be removed in Kenya by way of a Special General Meeting. This involves calling a Special General Meeting with Special Notice (28 days). The Notice must be issued to all the Shareholders and Directors.

The meeting will then pass a Special Resolution for the removal of the director. The company must ensure that the Notice for the Meeting is served to the outgoing director. This can be through registered post or regular email address.

Death of a director in Kenya

What happens when a director dies in Kenya? The company is required to obtain the minutes of the meeting showing that the death of the director was reported to the company. To file the changes, you will be required to upload signed minutes and upload the death certificate.

Retirement/removal at an Annual General Meeting

A director of a company may be removed at the Annual General Meeting by way of retirement (being eligible but does not offer themselves for re-election). Shareholders can also remove the director by not re-electing an eligible director who has expressed interest to continue serving in the company.

Documents to file for removal of the director in Kenya

You will be required to login on to ecitizen.go.ke, Business Registration Service, click on the business, maintain a company and click on change of officials.

1. Resignation from office
You will be required to file the following documentation within fourteen (14)
days:
(a) Letter of resignation;
(b) Statutory declaration confirming that the director is resigning voluntarily;
(c) Extract from the Minutes of a meeting of the Directors noting the resignation;
and
(d) Notice of Cessation of Office of Directors (Form CR 9).

2. Removal of a director

You will be required to file the following documentation within fourteen (14)
days:
(a) Copy of the twenty-eight (28) days special notice served under sections 139(2)
as read with 287 of the Companies Act or if it is not practicable to give that
notice provide a copy of fourteen (14) day notice of the resolution advertised
in a newspaper having a wide circulation in the area in which the company
carries on business or in any other manner allowed by the company’s articles;
(b) Proof of service of a copy of the special notice from the company to the
director giving the director at least twenty-one (21) days;
(c) Proof of service of notice for general meeting at least twenty-one (21) days
for private company and at least fourteen (14) days for public company;
(d) Form CR 19 containing extract of minutes confirming quorum and removal;
and
(e) Form CR 9 – Notice of cessation of office of director.
C) Rotation

Where a director retires by rotation but is not re-elected at a General meeting:
(a) Form CR 9 – Notice of cessation of office of director.
(b) Form CR 19 containing extract of minutes confirming quorum and status.
d) Retirement
Where a director leaves office by virtue of attaining the age of retirement:
(a) Form CR 9 – Notice of cessation of office of director.
(b) Form CR 19 containing extract of minutes confirming quorum and status.

3) Lack of capacity of a director
(i) Death

(a) Form CR 9 – Notice of cessation of office of director;
(b) Copy of death certificate;

(ii) Insanity

(a) Form CR 9 – Notice of cessation of office of director.
(b) Report under the Mental Health Act (Needs further review of the Mental
Health Act).
(iii) Bankruptcy
(a) Form CR 9 – Notice of cessation of office of director.
(b) Copy of the bankruptcy order issued under the Insolvency Act.

Things to consider that may delay your application for removal of a director;

The Company has to be linked online on Ecitizen.go.ke
The company must have updated the Beneficial Ownership information with the Registrar of Companies.
The Company’s Annual Returns must be up to date
All the requirements for removal or resignation of a director must be complied with.

How long does that process take?

This process could take between 20-30 days for approval at the Registrar of Companies.

All this services are provided by the business registration service(BRS)

contact ocl business associates for all business registration related services in Kenya today