Starting a business in Kenya offers immense opportunities, but navigating the legal landscape can seem daunting. Registering your company correctly is crucial for legitimacy, compliance, and future growth. This article provides a comprehensive guide to the legal steps involved in registering a company in Kenya.
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Choosing a Business Structure:
Before diving into registration, determine the most suitable business structure. Common options include:
- Private Limited Company (Ltd): Ideal for businesses with multiple shareholders, offering limited liability.
- Sole Proprietorship: Simplest structure, owned and operated by one person, with unlimited liability.
- Partnership: Two or more individuals share ownership and profits, with varying liability depending on the type of partnership.
- Limited Liability Partnership (LLP): Offers limited liability to partners.
- Foreign Company Branch/Subsidiary: For international companies establishing a presence in Kenya.
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Company Name Reservation:
- Visit the eCitizen portal (eCitizen.go.ke) and access the Business Registration Service (BRS).
- Conduct a name search to ensure your desired company name is unique and available.
- Reserve the name for a specified period, preventing others from registering it.
- This is a crucial step to avoid name conflicts later in the registration process.
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Preparing the Necessary Documents:
- Memorandum of Association: Defines the company’s objectives and powers.
- Articles of Association: Outlines the company’s internal rules and regulations.
- Form CR 1 (Company Registration Form): Provides details about the company, directors, shareholders, and registered office.
- Passport/National ID Copies: For all directors and shareholders.
- Passport-sized Photographs: Of directors.
- KRA PIN Certificates: For directors and shareholders.
- Registered Office Address: Proof of address may be required.
- Share Capital Details: Specifying the number and value of shares.
- Notice of Directors’ Residential Address (Form CR 8): Details of the directors’ residential addresses.
- Notification of Share Capital (Form CR 2): Information relating to the share capital of the company.
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Online Registration via eCitizen:
- Log in to your eCitizen account and access the BRS portal.
- Fill out the online application forms accurately and upload the required documents.
- Pay the prescribed registration fees through the available online payment options.
- Carefully review all information before final submission.
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Obtaining the Certificate of Incorporation:
- Upon successful processing of your application, you will receive a Certificate of Incorporation.
- This certificate serves as proof of your company’s legal existence.
- It is now a legal entity.
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Post-Registration Requirements:
- KRA PIN Registration (if not already done): Apply for a company KRA PIN for tax purposes.
- NSSF Registration: Register your company with the National Social Security Fund (NSSF).
- NHIF Registration: Register with the National Hospital Insurance Fund (NHIF).
- Business Permit/License: Obtain the necessary business permits and licenses from the relevant county government.
- Open a Company Bank Account: Open a bank account in the company’s name.
- Maintain Statutory Registers: Keep accurate records of company activities, including shareholder meetings and financial transactions.
- File Annual Returns: Submit annual returns to the Registrar of Companies.
