Business Registration & Corporate Advisory

Yes. Kenya allows 100% foreign ownership of Private Limited Companies in most sectors, making it easy for foreigners to invest. However, some sectors are regulated, such as insurance, telecommunications, banking, and mining, which require a certain percentage of Kenyan ownership.

We always recommend doing a legal check for your industry before registration to make sure there are no local shareholding limits.

Foreign investors typically choose between two structures:

• Subsidiary (Private Limited Company): A subsidiary company operates as a separate legal entity from its parent company. The company’s liability is limited to its own assets. It is taxed at a 30% rate for residents. This structure is recommended for long-term trading.
• Branch Office/Foreign Company: A branch/foreign company acts as the registered office of the foreign parent company. It is not a separate legal entity; the parent company is fully responsible for its liabilities. It is taxed at a non-resident rate of 37.5%.

For a standard Private Limited Company, there is no mandatory minimum share capital required by law, except for publicly listed companies and certain specific regulated sectors that require a minimum capital requirement.

We always recommend conducting a legal check in your industry before registration to confirm there are no minimum capital requirements.

No. The entire company registration process in Kenya is conducted digitally through the eCitizen Business Registration Service (BRS) portal. Our firm can handle the entire incorporation process remotely.

However, you may need to visit Kenya to open the company’s corporate bank account, depending on the respective bank’s KYC policies.

To register a company in Kenya, you will generally need the following:

• Three (3) proposed company names (in order of priority) for name reservation.
• Copies of IDs and passports (bio-data page) for directors and shareholders, along with clear, passport-sized photos. For foreign shareholders/directors, copies of passports and registration certificates (i.e., a corporate shareholder) must be notarized in the country of origin.
• Residential addresses of directors (in their home country) and the proposed plot number/address for the company in Kenya.
• KRA PIN Certificates, if the directors are already resident in Kenya.

Under the Companies Act, 2015, a private company is not required to have a local Kenyan director. You can have a board made up entirely of foreign nationals.

However, to obtain the company’s KRA Tax PIN, at least one director must have an active KRA PIN. If all directors are non-residents, a Non-Resident Director PIN must be obtained, or a local Tax Representative should be appointed.

For private companies with a paid-up capital of less than KES 5 million, appointing a Company Secretary is not legally required but is highly recommended, especially for foreign investors. A Company Secretary serves as your compliance officer, making sure that Annual Returns are filed, board resolutions are correctly drafted, and statutory registers are properly maintained.

For foreign investors without a local director, we strongly recommend appointing a professional Certified Public Secretary (CPS) to ensure your company remains in good standing and help avoid penalties for non-compliance.

Once all documents are received, the process typically takes 5 to 7 working days, as detailed below:

• Step 1 – Name Search & Reservation (1 Day).
• Step 2 – Signing of Forms (CR1, CR2, CR8) & Beneficial Ownership (BOF1).
• Step 3 – BRS Approval & Certificate Issuance (3-5 Days).

Since 2020, all companies in Kenya must disclose their Beneficial Owners (natural persons who own or control more than 10% of the company). This is a mandatory filing to combat money laundering. Failure to file the BOF1 Form results in penalties and system blocks at the registry.

• Corporate Tax – Payable on 30% on net profits for residents; 37.5% for non-resident branches.
• VAT (Value Added Tax) – Payable at 16%. Mandatory registration if annual turnover exceeds KES 5 Million.
• PAYE (Pay As You Earn) – Tax deducted from employee salaries.
• Housing Levy & SHIF – Statutory deductions for housing and social health insurance.

eTIMS (electronic Tax Invoice Management System) is mandatory for all businesses in Kenya, regardless of VAT status. You must generate electronic tax invoices to validly claim expenses and trade with other compliant businesses.

Foreign directors who do not reside in Kenya can obtain a Non-Resident KRA PIN. A simplified application process requiring a passport and an introductory letter from a tax agent or law firm.

Once the Certificate of Incorporation is issued, you must obtain:

• Unified Business Permit: Issued by the County Government (e.g., Nairobi City County) for your physical premises.
• NSSF & SHIF: Registration as an employer for social security and health insurance.
• Sector Specific Licenses: E.g., EPRA (Energy), NCA (Construction), or CBK (Finance).

Can I get a Work Permit as an Investor?

Yes. Investors typically apply for a Class G Work Permit. They must provide proof of an investment of at least USD 100,000. The process usually takes between 2 and 4 months.

Additionally, please be aware that banks in Kenya require foreign directors to hold a valid permit (either Class D (Employment) Work Permit or Class G (Investor) Work Permit) if they intend to be operational signatories on the corporate bank account.

What is the KenInvest Investment Certificate?

If you invest more than USD 100,000, you can apply for an Investment Certificate from the Kenya Investment Authority (KenInvest). This can expedite work permit processing and may provide access to certain tax benefits.