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The Process Of New Company/Business Registration in Kenya

Business/ company Registration requirements

Business registration in Kenya used to a hectic job some years back. The entire process of getting a business registration certificate for business, or a certificate of incorporation would take months. In some cases where the documents were not right, it took a year or more.

The government of Kenya has made this processes simpler and it’s now easier to get these key documents that every business requires to operate. Whether you are a Kenyan citizen or foreigner, you are able to get a certificate of incorporation or business registration certificate today without having to part with so much money as it used to be then. It takes a month or less to complete registration. However, you should know all the documents required to make the process easier.

Before you can register a new company or business name, you will need to reserve the proposed business name. This is not hard as you just need to register on the e-citizen portal using your national identification card number. For foreigners, it is a requirement that at least one of the directors of the company must be a Kenyan citizen. It costs around KSH. 150 to reserve a business name and then you will fill in the required registration forms

The Kenyan law requires that any individual or group of people looking to register a company must have the following major documents:

 Documents required for company registration in Kenya

1. Memorandum of association

This is among the most crucial documents for business registration. The memorandum of association (MoA) is a document that represents the charter of the company. It is a legal document prepared during the initial formation and registration of a business and it defines the relationship of the company to the shareholders.

It consists the following clauses;

1. Legal name of the company- this should be a unique name that is not identical to any other company name. The name should have ‘private limited ‘if it’s a private company and ‘limited’ if the company is public.
2. Registered office clause– this is the official address of the company. 
3. Objective clause– this indicates the major objectives as to why the company was formed. The main objective states the main business of the company, incidental objectives which are objects ancillary to attainment of the company’s main objective and lastly other objectives which states any other objects that the company may do that are not stated in the last two objectives.
4. Liability clause– Tis clause states the liabilities of the members of the company. For a private limited company, the liabilities are unlimited. For the limited company, the members are limited by their individual shares. 
5. Capital clause-this clause consists of details for the authorized maximum capital of the company, also known as nominal capital of the company.

The main purpose of this crucial document is to define the general powers of the company.

1. Articles of Association

An Article of Association (AoA) is a document that defines the rules and regulations governing the company. It stipulates clearly the duties, rights and powers of the management of the company. The Article of Association of a company is a subsidiary document to the Memorandum of Association. The first one outlines the company’s objectives and the other specifies the internal guidelines that are to be followed to achieve the objectives of the company.

It also consists the 

• Share capital– this is the individuals share capital, call on shares, transfer of shares, conversion of shares into stocks, surrender of shares
• Appointment of directors– dividends and reserves

                                               -accounts and audit

                                               -borrowing powers

                                               -process of winding up the company

• It consists of other provisions related to general meetings, voting right of shareholders, notices 

For meetings etc.

1. FORM CR1

This form includes details of the 1st directors, company secretary and the authorized signatory of the company. The form CR1 discloses the share capital of the company, classification of shares, and the number of shares per director. By directive, the Kenyan law states that only a company with a nominal capital exceeding 500,000 Kenyan shillings can have a certified company secretary.

Form Cr1 among the major requirements and is used to register a company limited by shares, unlimited, or guarantee.

1. Form CR2

This is another important document during company registration and is designed for the memorandum for a company with share capital. The document includes the name and address of each subscriber and states the value of shares, class of shares and the rights attached to each class of shares.

Form CR2 is very important and you should have it ready before submitting your documents for registration.

1. Form CR8

Form CR8 is a document that includes the names and residential addresses of all the company directors. It details the name of the company, type of company ie. Limited, unlimited, limited by guarantee.

This very important form highlights other crucial information such as, whether the company has an article of association and the liabilities of the members, share capital and the company ownership structure.

1. Form CR14

This is a requirement of the law of Kenya that every new company must fill the form CR14. This form as we had mentioned earlier helps in the reservation of the company name with the registrar of companies. You pay around KSH.150 for the name reservation. 

1. Statement Of Nominal Capital

This is a special document that states the company’s nominal capital, number of shares , and price of each share. The statement of nominal capital is filed with the memorandum of association or other incorporation documents when submitting the registration.

1. Tax pin certificates

The tax pin certificate is acquired from the Kenya revenue authority (KRA).foreign Nationals are required by laws governing registration of companies to produce either an alien card or a foreign registration certificate to get a tax pin certificate. 

During the registration process, you are required to produce a copy of the tax certificate of each member.

1. Passport sized photos

You are required to have a 5.5cm* 5.5 cm passport sized photo of all shareholders and the directors. The passport photos should be recent and not more than 6 months from the date of registration.

1. ID or Passport

You will be required to produce the National ID or passports of all the shareholders, directors in scanned copies. You must ensure the copies are clear and contain all the necessary information.

 There is more information needed such as the mission and vision of the company, names and postal addresses of the business shareholders. You must also know the proposed physical location of the company, email addresses and telephone numbers of the directors. 

With all the required documents and information, it should take you a few weeks after submission to get the certificate of incorporation for your company. In case you don’t want to go through the whole process on your own, Wakah errands services will help and guide you through this entire process. All you need to do is provide us with all the required information, and we will send documents to you for signing. With Wakah Errands the whole process should take a maximum of 30 days if all the documents are right. We also help individuals and companies with other concierge and errands services just to make your life easier.