Common questions on registering and structuring a company in Kenya, answered for foreign investors and entrepreneurs.
Registering a private limited company in Kenya is a fully digital process handled through the eCitizen platform and the Business Registration Service (BRS). Below is the sequence we follow when incorporating a company for our clients.
For a standard incorporation with complete documentation, the process typically takes five to seven working days.
Government fees for a standard private limited company are modest; the main variable is professional and structuring advice. Indicative statutory costs are:
We confirm the current figures at the point of filing, as BRS fees are periodically revised.
Yes. Kenya has a liberalised economy that allows 100% foreign ownership of private limited companies in most sectors. Specific regulated sectors — including insurance, telecommunications and mining — may carry local equity participation requirements, so we recommend a sectoral legal health check before registration to confirm whether your industry carries a local shareholding cap.
Foreign investors typically choose between two structures. A subsidiary is a private limited company and a separate legal entity from the parent, with liability limited to the Kenyan company and profits taxed at the resident rate of 30% — generally recommended for long-term trading. A branch office is a registered office of the foreign parent company, not a separate legal entity, so the parent bears full liability, and it is taxed at the higher non-resident rate of 37.5%.
For a standard private limited company there is no mandatory minimum share capital required by law. In practice, most companies are registered with a nominal capital of KES 100,000 (approximately USD 800) to keep stamp duty costs low. Investors intending to apply for a Class G work permit should note that permit requires separate proof of investment capital of at least USD 100,000.
No. The entire company registration process is digital, via the eCitizen / Business Registration Service (BRS) portal, and our firm can handle the incorporation process remotely on your behalf. You may still need to visit Kenya, or complete a video interview, to open the company’s corporate bank account, depending on the bank’s KYC requirements.
You will generally need three proposed company names for reservation, copies of the passport bio-data page and passport-sized photographs for each director and shareholder, the residential address of each director together with the company’s proposed physical address in Kenya, and — where directors are already resident in Kenya — their KRA personal identification numbers.
No. The Companies Act, 2015 does not require a private company to have a Kenyan-resident director, and the board may be composed entirely of foreign nationals. However, to obtain the company’s KRA tax PIN at least one director must hold a KRA PIN — where all directors are non-resident, a Non-Resident Director PIN must be processed, or a local tax representative appointed.
Once all documents are received, registration typically takes five to seven working days: a one-day name search and reservation, followed by signing of the incorporation forms (CR1, CR2, CR8) and the Beneficial Ownership form (BOF1), and finally three to five days for BRS approval and issuance of the certificate of incorporation.
Since 2020, all companies in Kenya must disclose their beneficial owners — the natural persons who ultimately own or control more than 10% of the company — in a mandatory filing intended to combat money laundering. Failure to file the BOF1 form results in penalties and can block the company at the registry.
The main taxes are corporate tax, at 30% of net profits for resident companies and 37.5% for non-resident branches; VAT, at 16%, with mandatory registration once annual turnover exceeds KES 5 million; PAYE, deducted from employee salaries; and the Housing Levy and SHIF, which are statutory deductions supporting housing and social health insurance.
eTIMS (the Electronic Tax Invoice Management System) is mandatory for all businesses in Kenya, regardless of VAT status. Businesses must generate electronic tax invoices through eTIMS to validly claim expenses and to trade with other compliant businesses.
Foreign directors who do not live in Kenya can obtain a Non-Resident KRA PIN through a simplified application process, which generally requires the director’s passport and an introductory letter from a tax agent or law firm.
Once the certificate of incorporation is issued, a company must generally obtain a Unified Business Permit from the relevant county government (for example, Nairobi City County) for its physical premises, register as an employer with the NSSF and SHIF for social security and health insurance, and secure any sector-specific licence that applies to its activity — for example from EPRA for energy, the NCA for construction, or the CBK for financial services.
Yes. Investors typically apply for a Class G work permit, which requires documentary proof of at least USD 100,000 in investment capital. Processing can take two to four months, so this should be planned for well ahead of when the investor intends to begin working in the business.
Investors whose capital exceeds USD 100,000 may apply for an Investment Certificate from the Kenya Investment Authority (KenInvest). Registering with KenInvest is not a general requirement for foreign company ownership, but it can facilitate faster processing of work permits and may grant access to specific tax incentives or facilitation support.
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Our corporate team advises founders and investors on company formation, governance, shareholder arrangements and ongoing compliance in Kenya.
For any enquiries on this or any other matter, do not hesitate to contact us via email at [email protected].
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.
