Business Registration in Kenya

Business registration in Kenya is a preserve of the Registrar of Companies. The Registrar has the mandate of issuing the various business registration certificates. Thereafter, your business has to be registered with Kenya Revenue Authority (KRA), National Social Security Fund (NSSF), National Hospital Insurance Fund (NHIF), and obtain the unified business permit from their respective County Governments.

1. Sole proprietorship

A business that is owned (and run) by one person

1. Partnership

A business that is owned by two (2) or more people

1. Company

A legal business entity that is owned by one (1) or more people

1. Foreign branch

This is a branch office of a company registered outside Kenya

How to Register your Business (in Person) at Huduma Centre

Registering a business in Kenya is easy, simple and fast. This is courtesy of Huduma Centres, which are one stop shops, citizen service centres that provide national government services from a single location (Huduma Centre Review: My Good Experience).

1. Sole Proprietorships and Partnerships

Requirements:

1. 2-3 preferred business names (typed)

Apply to the Registrar seeking the availability of either or all the names

1. Copy of proprietor's ID or copies of partners IDs [Apply for an ID (at Huduma Centre)]
2. Copy of proprietor's KRA PIN certificate or copies of partners KRA PINs certificates [Apply for a KRA PIN Certificate Online]
3. Recent coloured passport size photo of proprietor or photos of partners

Steps:

1. Carry out the business name search and reservation

Hand in your application at the relevant desk/counter

Note: It will cost Kes. 100 per name and take a few minutes

1. Apply for business name registration

Obtain and duly fill Statement of Particulars (BN/2) form

Note 1: The information required includes

• Business name
• Nature of business
• Address of principal place of business
• Postal address
• Address of any other place of business
• Particulars of (up-to 20) proprietors, that is,
• Full names
• Nationality and citizenship
• Nationality of origin
• Age
• Sex
• Usual place of residence
• Other business occupation

Note 2: It will cost Kes. 800 plus transaction fees

1. Collect your Certificate of Registration after one (1) week (or as advised)

1. Company

Requirements:

1. (Reserved) Company name

Note: You must have already conducted the name search and reservation, and registration 

1. Memorandum and Articles of Association 
2. Copy of ID/passport for each director [Apply for an ID (at Huduma Centre)]
3. Copy of KRA PIN certificate for each director [Apply for a KRA PIN Certificate Online]

Note: One of the directors must be registered on iTax

1. 3 recent coloured passport size photos for each director
2. Copy of ID of the person lodging the above documents

Steps:

Assuming that you have already carried out the name search and reservation, and registration, then

1. Apply for company registration by obtaining and duly filling the following forms:
• Application to register company limited by shares (CR1 form)
• Notice of residential address of director (CR8 form) 
• Statement of Nominal Capital form

Note: Cost depends on the amount of nominal capital stated

1. Collect your Certificate of Incorporation after two to three (2-3) weeks (or as advised)

How to Register your Business Online through eCitizen

You can also conviniently register your business online via the eCitizen portal. This will require you to login into your account. Therefore, you will be required to first create an account (if you do not have one). Thereafter, you will

1. pay Kes. 150 (via MPesa) to reserve a business name

1. fill the provided (online) forms with the required information

For a Sole Proprietorship or Partnership:

1. Fill the Statement of Particulars form
2. Pay the registration fee of Kes. 850

For a Company:

1. Fill the following:
• Application to register company limited by shares (CR1) 
• Memorandum of a company with share capital (CR 2) 
• Notice of the registered address of director (CR8) 
• Statement of nominal capital
2. Pay the incorporation fee of Kes. 10,650

For a Company Branch office:

1. The following are required:
• Notarised Certificate of Incorporation from the country of origin
• Notarised charter or memorandum or constitution
• Passport showing bio data page for directors and local representative if he/she is non-Kenyan
• List of names and personal details of directors
• Address of Company's proposed registered office
• Notice specifying address of the registered office
2. Pay the registration fee of Kes. 6,850

1. Print, sign, scan and upload the forms

For a Sole Proprietorship, you will attach your ID card and PIN certificate

For a Company, you will attach passport size photo(s) and PIN certificate(s)

Once your registration request is successful, your Certificate of Incorporation and the list of registered company shareholders (for a company) or Certificate of Compliance (for a branch) will be available for downloading on the eCtizen portal. Thereafter, you will apply for

1. a PIN certificate from Kenya Revenue Authority (KRA)
2. National Social Security Fund (NSSF)
3. National Hospital Insurance Fund (NHIF)
4. unified business permit from your respective County Government

The Companies Act (No. 17 of 2015)

Generally, this act attempts to simplify the company registration process. It does succeed by introducing the following provisions (that are more relaxed than the ones in the previous Act, Cap 486):

1. One subscriber can incorporate a company and a company needs to have at least one director. That is, a company can be incorporated by one director.
2. Company name may contain characters or symbols
3. There is no requirement for an advocate to swear the declaration of compliance with the Companies Act at the stage of incorporation. Instead, a statement of directors is to be contained in or accompanied with the application for incorporation. Therefore, it introduced form CR6 which outlines the details of directors and not (company) secretary. (Private companies need not have a company secretary unless there is paid up capital of 5 million and above; however, public companies must have a secretary)
4. There is no mandatory requirement to file the Article of Association with the Registrar, that is, the model articles is adopted
5. Company objects can be unrestricted, that is, they need not be listed in the memorandum
6. Initial director and secretary must consent to their appointments