What do you need to register a company in Kenya?
This checklist sets out exactly what you need on hand before you file: the forms, the fees, and the particulars required for each shareholder and director. If you want the full step-by-step process, costs and timelines instead, see our complete guide to company registration in Kenya. To register a private limited company in Kenya you need three proposed names, at least one shareholder and one director, a registered office address in Kenya, identification and personal particulars for everyone involved, and forms CR1, CR2 and CR8 together with a Statement of Nominal Capital. The official BRS fee is KES 10,650 and the registry timeline is 3–5 days. There is no minimum share capital and no requirement for a Kenyan shareholder.
Forms and official fees verified against the BRS Companies Registry fee schedule. Fees are government charges and are exclusive of legal fees and disbursements. Last reviewed on 7 August 2026 by the Corporate and Commercial team at OLM Law Advocates LLP.
Names: submit three, in one step
Name reservation is no longer a separate stage. BRS has merged name reservation and registration, so you submit your three preferred names together with the full application. Put them in genuine order of preference and make the second and third real alternatives rather than near-identical variants of the first, because names that are too similar to an existing registration, or that use restricted or sensitive words, will be rejected. Any checklist that tells you to reserve a name and come back later predates the merge.
People: shareholders, directors and a secretary
A private limited company needs at least one shareholder and at least one director, and at least one director must be a natural person rather than a company. There is no requirement that any of them be Kenyan or resident in Kenya. A company secretary is not required for every private company; the obligation to appoint one arises where the company’s paid-up capital reaches the threshold set in the Companies Act, currently five million shillings, and it is sensible to check your position rather than assume.
Particulars you need for each person
For every shareholder and director, gather full names as they appear on the identity document, nationality, date of birth, occupation, national ID number for Kenyans or passport number for foreign nationals, KRA PIN where the person has one, postal and physical residential address, telephone number and email address, and a passport photograph. Where a shareholder is a company, you need its registration details, constitutional documents and a resolution authorising the subscription, and you will need to identify the natural persons who ultimately own or control it. Documents signed outside Kenya normally need notarising, and often legalising or apostilling, in the country of signing.
A registered office in Kenya
Every company must have a registered office in Kenya, notified on form CR8, with the building, street, town and postal address. This is the address at which the company is formally served with legal documents, so it needs to be somewhere post is actually received and read. Using an address nobody monitors is one of the more common and more expensive mistakes a new company makes.
Forms by entity type
| Entity type | Forms filed | Official BRS fee (KES) | Document issued | Registry timeline |
|---|---|---|---|---|
| Private limited company | CR1, CR2, CR8 and Statement of Nominal Capital | 10,650 | Certificate of Incorporation | 3–5 days |
| Public limited company | CR1, CR2, CR8, CR10, CR12 and Statement of Nominal Capital | 10,650 | Certificate of Incorporation | 3–5 days |
| Company limited by guarantee | CR1, CR3, CR8 | 10,000 | Certificate of Incorporation | 3 days from the NIS vetting report |
| Unlimited company | CR1, CR4, CR8 and Statement of Nominal Capital | 20,050 | Certificate of Incorporation | 3–5 days |
| Foreign company (branch) | FC2, FC4, FC6 plus notarised constitution and the local representative’s letter of acceptance | 7,550 | Certificate of Compliance | 3–5 days |
| Business name | BN2 | 950 | Certificate of Registration | 1 day |
| Limited liability partnership | LLP1 | 25,000 | Certificate of Incorporation | 1 day |
What each form does
CR1 is the application to register the company and carries the company’s proposed name, its registered office, and the particulars of the directors, shareholders and, where applicable, the secretary. CR2 is the memorandum by which the subscribers agree to form the company and take shares in it, and it is signed by each subscriber. CR8 is the notice of the registered office address. The Statement of Nominal Capital states the company’s nominal share capital, which matters because the fee for later increasing or reducing nominal capital varies with the amount. A company limited by guarantee files CR3 in place of CR2 because it has members rather than shareholders, and an unlimited company files CR4.
Share capital and shareholding
The Companies Act sets no general minimum share capital for a private limited company, so you are free to choose a nominal capital that fits the business. Two practical points cut against setting it arbitrarily high: the cost of later capital changes tracks the nominal amount, and some regulated activities impose their own capital requirements as a licensing condition. Decide the shareholding split, the classes of share and any pre-emption or transfer restrictions before you file rather than after, because changing them later means shareholder resolutions and further filings.
The beneficial ownership register
Kenyan companies must keep a register of beneficial owners and lodge it with the Registrar. It looks through corporate shareholders to the natural persons who ultimately own or control the company, so it requires more information than the incorporation forms themselves. Prepare and lodge it promptly after incorporation and update it when ownership changes. It is a separate filing and it does not appear on a CR12.
What is required after the certificate is issued
The Certificate of Incorporation is the start of compliance, not the end of it. A new company needs a KRA PIN before it can transact, and will need to consider its tax registrations, including VAT and electronic invoicing obligations where they apply. Once it has employees, the statutory employer registrations follow. Premises require a county business permit, and many activities require a sector licence or regulatory approval on top. Banks will ask for the certificate, the constitutional documents, a recent CR12, board resolutions and identification for every director, shareholder and beneficial owner before they open an account.
Why applications get rejected or delayed
The registry timeline of 3–5 days runs from a complete and correct filing. In practice the recurring causes of delay are all avoidable: all three proposed names too similar to existing registrations or containing restricted words; particulars that do not match the identity document exactly; a missing or unsigned CR2; an incomplete Statement of Nominal Capital; a registered office address given without enough specificity to serve documents at; and, for foreign shareholders, documents that were notarised but not legalised. Checking the pack against the forms before submission is worth far more than chasing the registry afterwards.
Frequently asked questions
What is the minimum number of directors and shareholders?
One of each is enough for a private limited company, and the same person can be both. At least one director must be a natural person.
Is there a minimum share capital?
Not as a general matter of company law. Particular regulated sectors impose their own capital requirements as a condition of licensing, so check the requirement for your activity before fixing the nominal capital.
Do I need a company secretary?
Not every private company does. The requirement bites once paid-up capital reaches the statutory threshold, currently five million shillings. Where a secretary is required, the appointment is notified to the registry on form CR10 and the official fee is KES 550.
Do I still need to reserve the name first?
No. Name reservation and registration are now a single step: three proposed names go in with the full application.
Can I use a residential address as the registered office?
Yes, provided it is a real address in Kenya where documents can be served and will actually be received. The registered office is where legal process is delivered, so the practical question is whether someone reliably reads the post there.
Want the filing done properly first time?
OLM Law Advocates LLP prepares and lodges Kenyan incorporations, advises on the shareholding and constitutional documents before they are filed, and handles the compliance that follows. See also our guide to company registration in Kenya, the official cost of registration, registering as a foreigner, and our company and business registration practice. To get started, get in touch.
This page is general information on Kenyan law and is not legal advice. Statutory thresholds and registry practice change; take advice on your own facts before acting.
