Company Registration in Kenya: FAQ

At a glance

Frequently asked questions

What types of business entity can I register?

Under the Companies Act 2015, the main options are a private limited company (by far the most common), a public limited company, a business name (sole proprietorship or partnership under the Registration of Business Names Act), a limited liability partnership (LLP, under the Limited Liability Partnership Act, No. 42 of 2011), a company limited by guarantee (typically for non-profits), and a branch of a foreign company. The choice turns on liability, ownership, fundraising and tax.

Why choose a private limited company?

It gives limited liability, a separate legal personality, perpetual succession and the flexibility to bring in shareholders and investors — which a business name does not. For most trading and investment ventures it is the default vehicle.

How do I register, and how long does it take?

Registration is online through eCitizen and the BRS portal. You reserve a name, then lodge the incorporation documents — Form CR1 (application for registration), the memorandum and Form CR2 (or model articles), Form CR8 (registered office and directors’ particulars), a Statement of Nominal Capital, and Form BOF1 (beneficial ownership). On approval, the Registrar issues a digital Certificate of Incorporation, usually within a few business days where the file is clean.

What does it cost?

Official BRS fees are set per entity type — a private limited company is currently in the region of KES 10,650, a business name far less, with LLPs and foreign branches at their own rates. Because the schedule changes, confirm the live figure on the eCitizen/BRS invoice, and budget separately for professional fees and any stamp duty on nominal share capital.

Can a foreigner own a Kenyan company?

Yes. Foreigners can own up to 100% of a private limited company without a local partner, except in sectors with local-equity requirements (such as parts of telecommunications, insurance and security). No local director is legally required, though a local contact for service of process and a clear understanding of work-permit requirements for foreign staff are sensible.

What is the minimum capital and how many directors and shareholders are needed?

A private company needs at least one director and one shareholder (who may be the same person), and a nominal share capital that can be modest. There is no high statutory minimum for an ordinary private company, though declared capital and sector licences can affect credibility and eligibility.

What is beneficial ownership and must I declare it?

Yes. Under section 93A of the Companies Act 2015 and the Companies (Beneficial Ownership Information) Regulations 2020, every company must identify its beneficial owners — broadly, the natural persons who ultimately own or control at least 10% of the shares or voting rights, or who exercise significant control — file the information (Form BOF1) with the Registrar, and keep its own register current. Non-compliance attracts significant penalties and can affect the company’s standing, so it should be treated as a live obligation, not a one-off.

Do I get a KRA PIN automatically?

The BRS process is integrated with the KRA, so a company PIN is generated on incorporation. You then use it to register for the relevant taxes (VAT, PAYE where you have employees), open a bank account and obtain county and sector licences.

What must I do after incorporation?

Register for the applicable taxes; register employees for SHIF and NSSF and for the Affordable Housing Levy; obtain the county single business permit and any sector licences; maintain statutory registers (members, directors, and the beneficial ownership register); keep proper accounts; and file annual returns. These ongoing steps are where many new companies slip.

What happens if I do not file annual returns?

Failure to file annual returns is an offence carrying penalties, and prolonged default can lead the Registrar to strike the company off the register. Keeping filings current is essential to remaining in good standing — which counterparties, banks and the e-procurement system all check.

Why might my application be rejected or returned?

Common reasons are name conflicts, mismatched director or shareholder details, incomplete or inconsistent beneficial ownership information, unclear foreign-ownership chains, and unsigned or improperly executed forms. Preparing the file correctly before submission avoids most delays.

How do I register a branch of a foreign company instead of a subsidiary?

A foreign company registers a branch under the foreign-company provisions of the Companies Act 2015, filing the prescribed forms with a certified copy of its constitutive documents and appointing a local representative. The Registrar issues a Certificate of Compliance. A branch is taxed and regulated differently from a locally incorporated subsidiary, so the choice between them should be made deliberately.

Disclaimer: This article has been prepared for informational purposes only and is not legal advice. This information is not intended to create, and receipt of it does not constitute a lawyer-client relationship. Nothing in this article is intended to guarantee, warranty, or predict the outcome of a particular case and should not be construed as such a guarantee, warranty, or prediction. The authors are not responsible for any actions (or lack thereof) taken as a result of relying on or in any way using information contained in this article and in no event shall be liable for any damages resulting from reliance on or use of this information. Readers should take specific advice from a qualified professional when dealing with specific situations.