How to Obtain a Business Certificate of Incorporation in Kenya

The Certificate of Incorporation is issued by the Kenya Registrar of Companies. We can alternately provide from the Registrar of Companies a Certificate of Registration which confirms the incorporation details and confirms that the Kenyan company is currently registered.

The Registrar issues the electronic certificate certifying that a company is incorporated under the Companies Act and:

• Company Name
• Date of Registration
• Company Number
• Registered Office
• Owners name and address

We can supply as an additional service  the electronic registration certificate notarised and then apostilled.

Procedure

Apply in Person

Step 1: Carry out a name search and reservation to obtain the company’s name.

• Do a name search and reservation which takes about 3 days to complete and costs KES 100.
• Ensure that the name of the firm in order and acceptable and it portrays the kind of work being undertaken, and reserve it for a period of 30 days.
• This can be done through the E-Citizen online platform or by visiting the Attorney general’s office or Huduma Centre.
• After the third day, you will obtain a name approval letter. The Registrar will issue you with a letter confirming that the name is available for registration.

Step 2: Prepare the Memorandum and Article of Association and Statement of Nominal Capital the company.

• You are then required to engage an advocate/ company secretary to draft the Memorandum and Articles of Association which will set out the objects of the company and the internal constitution of the company
• Before this is done you are supposed to fill in a Company Registration Form which you are to submit to the advocate to help in the preparation of the company’s Memorandum and Article of Association and Statement of Nominal Capital.
• The advocate will use Form CR-2 which is a Model Memorandum for a Company with Share Capital to prepare the Memorandum and Article of Association of the company. The advocate will also use the Statement of Nominal Capital form to prepare your Nominal Capital Statement.

Note: Payment of stamp duty

• There is no payment of stamp duty under the new companies ACT 2015.
• Company registration documents have been exempted from stamp duty eliminating the requirement for stamp duty assessment and franking.

Step 3: Lodging of registration documents with the registrar of companies.

• Once the Memorandum & Articles of Association are prepared, the advocate will lodge the documents with the Kenya registrar of companies. To incorporate a company one should lodge with the Registrar the following documents:

1. Form CR 1- Application to register a company containing the proposed name (as reserved), the registered office, liability of members (whether limited by shares or by guarantee), the nature of the company (if private or public) and the name, consent of the initial director and secretary of the company and address of the agent if an agent is used to make the application. The form combines the application for company registration, KRA PIN, NHIF, and NSSF registration.
2. Form CR 2 Model memorandum for a company limited by shares
3. Statement of Nominal Share Capital form.
4. FormCR8 Notification of directors’ residential address].
5. Form CR 10 Notice of appointment of Secretary or Secretary’s particulars. This only applies to Companies with more than 5 million Kenya shilling in Nominal share capital.
6. Articles of Association (if those provided in the Regulations have not been adopted).
7. Copies of identification documents.

(a). For Kenyan Citizens attach copies of:

• -Identification Card (ID)
• -Personal Identification Number certificate (PIN)
• -Passport size photo (coloured)

(b). For Non Kenyans (Foreigners) attach copies of:

• -Passport pages with bio data
• -Passport size photo (coloured )

Step 4: Pay Registration Fees

• Make payment for the registration fees at the office of the Registrar’s General Office and submit the payment receipt together with the application documents for processing.
• The registration fee is ksh.10,000 for all companies regardless of the Nominal Share Capital.

Step 5: Issuance of Certificate of Incorporation.

• If the registration is approved, you will receive the Certificate of Incorporation between 2- 3 weeks (21 days).
• Finally, you need 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.

Required Documents

1. Copies of Identification cards of all the Directors or passports in case of foreign directors
2. PIN, Certificate copies of all the Directors
3. Passport size photographs of all local Directors. This is not applicable to foreign directors
4. Duly filled application forms
5. Memorandum and Articles of Association
6. Statement of Nominal Capital

Office Locations & Contacts

Registrar General
Office of the Attorney General
Sheria House, Harambee Avenue
P.O. Box 40112-00100, Nairobi, Kenya
Tel: +254-2-2227461/2251355
0711 9445555/0732 529995
E-mail: communications@ag.go.ke
Website: Office of the Attorney General Website

Eligibility

• Citizens and non-citizens can are eligible to make the application of certificate of incorporation.
• All directors of the company must be over the age of eighteen
• A company is required to have at least one director who is a natural person.
• If any of the directors are foreigners then a Kenyan director and shareholder is needed.
  

Fees

• The registration fee is ksh.10,000 for all companies regardless of the Nominal Share Capital.
  

Validity

• The validity period is forever.
  

Documents to Use

• Company Registration Form
• Application to Register Company Limited by Shares or Guarantee or is Unlimited- FormCR1
• Form CR-2 Model Memorandum for a Company with Share Capital
• Notice of Residential Address/Change of Address of Director of Company
• Statement of Nominal Capital
• Registrations Forms

Processing Time

• The name search and reservation takes a period of three days.
• The processing time for the certificate of incorporation is 21 days after lodging your registration documents.

Instructions

1. Name search: You write a letter to the registrar to reserve your desired name. The name may be accepted or rejected based on a similarly named business or offending the rules on name reservation. This part takes two days. If accepted the registrar will reserve the name for 30 days
2. Prepare Memorandum and Article of Association and Statement of Nominal Capital: These documents describe the objectives, rules, subscribers and authorised share capital of your company. They are prepared by an advocate
3. File registration Documents at Registrar’s office: You then need to file your documents at Companies Registry and pay the registration fee. This includes your memorandum and articles of association. There is a varied fee attached to this. You should receive a certificate of incorporation after a period of about 21 days.
4. Get your Company Seal: This is a device that embosses your company name on documents and is used as a signature of the company. It can be purchased from a stationer
5. Obtain Statutory Requirements
   • Register for a Personal Identity Number, Value Added Tax & Pay-As-You-Earn with the Kenya Revenue Authority.
   • Register for the National Hospital Insurance Fund. This is mandatory medical contribution for your employees.
   • Register for the National Social Security Fund. It is mandatory to contribute to your employee’s retirement fund.
   • Register for a Business Premises Licence. This application is made to the local county office. You will need a premises prior to submitting this application.
     

Required Information

1. Proposed names for business name search and reservation Type of company
2. Target start of business
3. Targets accounting period
4. Number of employees at start of business
5. Physical address
6. Contact address
7. Details of directors, secretary and authorised signatory of the company
8. Objects of the company (primary and secondary activity)
9. Type of liability of members
10. Share capital.
11. Percentage of the shareholding for each director
12. Paid up capital
13. Company structure

Need for the Document

• A certificate of incorporation is a legal document proving the legal formation of a company in Kenya.
• The certificate is required for the smooth operation of any business by a company in Kenya.
  

Information which might help

• If any of the directors are foreigners then a Kenyan director and shareholder is needed.
• There is no payment of stamp duty under the new companies ACT 2015.Company registration documents have been exempted from stamp duty eliminating the requirement for stamp duty assessment and franking.

External Links

• Guidelines to company act 2015
• Guideline to completing form CR 1
• Companies Regulations- Company’s Act 2015
• How to carry out a company search
  

Others

Q. Can a company have only one shareholder?

• Yes. One or more persons who wish to form a company may subscribe their names to the Memorandum of Association.

Q. Do I need to have a secretary?

• Private companies with a share capital of less than 5 million shillings are not required to have a secretary. However all public companies must have a secretary.

Q. Does my company have to file Articles of association?

• The Companies (General) Regulations, 2015 provide in schedule 3, 4 and 5 model Articles which companies may adopt. Where applicants adopt the model Articles they do not need to supply them during registration. If the applicants do not adopt such Articles, then they have to provide their own Articles.

Company registration processes are now online and have to be done on the E-Citizen platform. Payment is made via Mpesa.

Register a business

Service Offered	Fees	Document Lodged	Document Issued	Time
Name Search & Reservation	Kshs 150	Application made online	Name reserved	1 day
Registration of Business name	Kshs 850	BN 2	Certificate of Incorporation	1-2 days
Limited Liability Partnership	Kshs 25000	New Registration LLP 1	Certificate of Incorporation	1 day
Private Limited Company	Kshs 10650	CR 1, CR 2, Cr 8, Statement of Nominal Capital	Certificate of Incorporation	3-5 days
Public Limited Company	Kshs 10650	CR 1, CR 2, CR8, CR 10, CR 12 and Statement of Nominal Capital	Certificate of Incorporation	3-5 days
Unlimited Companies	Kshs 20050	Cr 1, CR 4, Cr 8 Statement of Nominal Capital	Certificate of Incorporation	3-5 days
Company Limited by guarantee	1-25 members kshs 300026-100 members kshs 7500Over 100 members kshs 15000 + additional Kshs 2000 for each additional 50 membersLicense to dispense with the word limited Kshs 3000	CR1, CR 3 and CR 8	Certificate of Incorporation	3 days upon receipt of vetting report from NIS
Change of name of Company/Business Name/Limited Liability Partnership	Business Name Kshs 800 subject to penaltiesCompany Kshs 4000LLP Kshs 2000	Company CR 15 & 19/Business BN 4/LLP 9	Certificate of Change of Name	1 day
Change of Office bearers	Kshs 550 (each)	CR 6 & 9 where applicable	CR 12	3 days
Change of Particulars of Directors	Kshs 550	CR7	CR 12	2 days
Change of address/location of Company	Kshs 550	CR 16	No document issued(Reflected on company records)	1 day
Appointment of Company Secretary	Kshs 550	CR 10	No document issued(Reflected on company records)	2 days
Change of Particulars of Company Secretary	Kshs 550	CR 11	No document issued(Reflected on company records)	1 day
Change of Residential Address of Company Secretary	Kshs 550	CR 12	No document issued(Reflected on company records)	1 day
Cessation from office of Company Secretary	Kshs 550	CR 13	No document issued(Reflected on company records)	1 day
Increase/Decrease of Nominal Capital	Increase varies with the Nominal Capital	Resolution of company, Court Order for decrease in value	No document issued(Reflected on company records)	1 day
Variation of Shares	Lands ( stamp duty)	Resolution of Company	No document issued(Reflected on company records)	1 day
Change of Particulars of Business Name	Kshs 200 (upon submission of an original BN certificate)  Kshs 400 (upon submission of a copy of BN certificate)  subject to penalties where applicable	BN 4	BN5 (Certificate of change of particulars)	3 days
Change of Particulars of LLP	Kshs 2000	CR LLP	Can apply for CR 12 to see changes	Varies
Conversion of Private to Public Limited	Kshs 7000	CR 17 accompanied by documents stipulated on the forms i.e CR 15, CR18, CR19·         Amendment memorandum-Kshs 2000·         CR 19- Kshs 2000·         CR 18- Kshs 2000·         CR 15- Kshs 2000	Certificate of Conversion	2 days
Conversion of Public to Private Limited	Kshs 7000	CR 17 accompanied by documents stipulated on the forms i.e CR 15, CR18, CR19·         Amendment memorandum-Kshs 2000·         CR 19- Kshs 2000·         CR 18- Kshs 2000·         CR 15- Kshs 2000	Certificate of Incorporation	2 days
Conversion of Private Limited Company to Unlimited Company	Kshs 7000	CR 17 accompanied by documents stipulated on the forms i.e CR 15, CR18, CR19·         Amendment memorandum-Kshs 2000·         CR 19- Kshs 2000·         CR 18- Kshs 2000·         CR 15- Kshs 2000	Certificate of Conversion	2 days
Conversion of Public Company to Unlimited Company	Kshs 7000	CR 17 accompanied by documents stipulated on the forms i.e CR 15, CR18, CR19·         Amendment memorandum-Kshs 2000·         CR 19- Kshs 2000·         CR 18- Kshs 2000CR 15- Kshs 2000	Certificate of Conversion	2 days
Conversion from Limited Company to Limited Liability Partnership	Kshs 25000	LLP 7	Certificate of Conversion	2 days
Conversion from Business Name to LLP	Kshs 25000	LLP5	Certificate of Conversion	2 days
Cessation of Business Name	Kshs 800 subject to penalties	BN 6	Letter of Confirmation	1 day
Declaration of solvency or insolvency	Kshs 2000	LLP 10	No document issued(Reflected on company records)	Immediately
Dissolution of Companies	Kshs 4000	Resolution of Company and CR 18 & 19	Letter of Confirmation	90 days
Registration of Debentures/Charges	Kshs 2000-14000	Security Instrument accompanied by CR 25, 26 or 27	Certificate of Mortgage	2 days
Discharge of Charge/Debenture	Kshs 2000	Cr 28	Certificate of Clearance	1 day