A company, abbreviated as co., is a legal entity made up of an association of people, be they natural, legal, or a mixture of both, for carrying on a commercial or industrial enterprise. Company members share a common purpose, and unite to focus their various talents and organize their collectively available skills or resources to achieve specific, declared goals. Companies take various forms, such as:
- Voluntary associations, which may include non-profit organizations.
- Business entities with an aim of gaining a profit.
- Financial entities and banks.
A company or association of persons can be created at law as a legal person so that the company in itself can accept limited liability for civil responsibility and taxation incurred as members perform (or fail to discharge) their duty within the publicly declared “birth certificate” or published policy. Companies as legal persons may associate and register themselves collectively as other companies – often known as a corporate group. When a company closes, it may need a “death certificate” to avoid further legal obligations. To register a business instead, follow this procedure.
Types of companies in Kenya
Here are the types of companies a person can register in Kenya.
- Private limited company: Is a company in “private” ownership. A company is limited by shares if the liability of its members is limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them. The name must end with the expression “Limited” or the abbreviation “LTD”. However, the applicant may make an application to dispense with the word “Limited”.
- Public limited company: Is a company whose shares may be freely sold and traded to the public (although a public limited company may also be privately held, often by another public limited company). Its articles allow its members the right to transfer their shares in the company and its articles do not prohibit invitations to the public to subscribe for shares or debentures of the company. The name must end with the expression “Public Limited Company” or the abbreviation “PLC”.
- Company limited by guarantee: Is an alternative type of corporation used primarily for non-profit organizations that require legal personality and is not limited by shares. A company limited by guarantee requires all directors and members to undergo vetting before the company is registered. This company application will take a minimum of a year to be registered.
- Limited liability partnerships: Commonly referred to as LLP are unique forms of business association that combines elements of a company with those of a partnership. The name must end with the expression “Limited Liability Partnership” or the abbreviation “LLP”. If the registrar is satisfied that the name is available, the name is reserved for a period of two months from the date on which the application was lodged or for such longer period as the registrar may specify.
- Foreign company: Refers to an existing corporation that is registered to do business in a state or jurisdiction other than where it was originally incorporated. A foreign company registered outside Kenya wishing to do business in Kenya may either register a branch office or a subsidiary in Kenya. A subsidiary is considered a local company with compliance requirements similar to those of local companies owned by locals.
Requirements to register a company in Kenya
Here are the requirements for one to register a company in Kenya.
- A completed registration form CR1 (available for download on the eCitizen portal).
- Statement of capital.
- Articles and memorandum of association.
- Directors and shareholders details; you will be required to upload scanned copies of ID card/passport, KRA PIN certificates and recent colored passport photographs. The directors/shareholders have to be registered on the iTax portal.
- Official residential addresses of the director or directors (including any directors who live outside of Kenya).
Note: You can register a company with one person as both the shareholder and director.
Fees for registering a company in Kenya
To know how much you are required to pay in order to register a company in Kenya, check out this fee schedule.
Company registration in Kenya
Follow the procedure below to register a company in Kenya.
- Log in to your eCitizen account. If you don’t have an account already, click on the “Create an account” button which will guide you on the simple process, once done, the system will send you an email verification. Click on the link shared to activate your account.
- Once logged in, you will be able to see the various government agencies you can interact with on display.
- Click on the “Business Registration Service” button from the various options.
- You will then be redirected to a page that will prompt you to make an application.
- Click on “Make Application”.
- You will then be prompted to select the type of company you want to register, click on “Apply Now” under the type of the company you want to register.
- Fill the online form to search and reserve your company name, and upload the required documents.
- Pay the stipulated fees and wait for feedback on your application from the Registrar of Companies.