Question 1

Can a foreigner own 100% of a company in Kenya?

Accepted Answer

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.

Question 2

What is the difference between a Subsidiary and a Branch Office/Foreign Company?

Accepted Answer

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%.

Question 3

What is the minimum capital requirement to register a company in Kenya?

Accepted Answer

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.

Question 4

Do I need to be physically present in Kenya to register my company?

Accepted Answer

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.

Question 5

What documents are required for company registration?

Accepted Answer

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.

Question 6

Does a Kenyan company require a Local Director?

Accepted Answer

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.

Question 7

Is a Company Secretary mandatory?

Accepted Answer

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.

Question 8

How long does the company registration process take?

Accepted Answer

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).

Question 9

What is the “Beneficial Ownership” (BO) Register?

Accepted Answer

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.

Question 10

What taxes does a company pay in Kenya?

Accepted Answer

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.

Question 11

What is eTIMS, and is it mandatory?

Accepted Answer

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.

Question 12

How do I get a KRA PIN for a Foreign Director?

Accepted Answer

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.

Question 13

What other licenses do I need after incorporation?

Accepted Answer

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).

Question 14

Can I get a Work Permit as an Investor?

Accepted Answer

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.

Question 15

What is the KenInvest Investment Certificate?

Accepted Answer

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.

Company Registration in Kenya — Business Setup & Corporate Advisory

Types of Business Structures for Company Registration in Kenya

Company Registration Process in Kenya — Key Steps

Foreign Ownership and Investment in Kenya

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