The principal types of business enterprises in Kenya are:
- Registered Companies (Private and Public)
- Branch offices of companies registered outside Kenya
- Sole Proprietorships; and
In order to register your company, you will need to;
- Reserve a company name and get it approved Registrar of Companies
- Prepare the Memorandum of Association and Articles of Association.
- Complete various forms including Statement of Nominal Capital, Particulars of Directors and Shareholders, Situation of Registered Office and Certificate of a Lawyer involved in the Formation of the Company,
- Stamp the Memorandum of Association and Articles of Association and the Statement of Nominal Capital at the Lands Office together with payment of stamp duty on Nominal Capital.
- File all the forms together with one stamped copy of the Memorandum of Association and Articles of Association with the Registrar of Companies.
You will then be issued with a Certificate of Incorporation by the Registrar of Companies. For public companies, in addition to the Certificate of Incorporation, the Registrar will issue a Trading Certificate
- An overseas company wishing to open a branch office in Kenya should deliver the following to the Registrar of Companies:
- A certified copy of the Charter, Statutes or Memorandum and Articles of Association of the Company, or other instruments defining the constitution of the company;
- A list of the directors and secretary of the company, giving full names, nationality and other directorships of companies in Kenya;
- A statement of all existing charges entered into by the company affecting properties in Kenya;
- Names and postal addresses of one or more persons resident in Kenya authorized to accept, on behalf of the company, service of notices required to be served on the company;
- Full address of the registered or principal office of the company in its home country and;
- Full address of place of business in Kenya.
- Obtain approval for the company name from the Registrar of Companies (takes 3 days and name reservation 30 days)
- Stamp the memorandum and articles and a statement of the nominal capital (takes 8 days 1% of nominal capital + KES 2,005, stamp duty on Memorandum and Articles of Association)
- Pay stamp duty at bank ( takes 1 day , costs KES. 100 bank commission)
- Declaration of compliance (Form 208) is signed before a Commissioner of Oaths /notary public (takes and costs KES. 200)
- File deed and details with the Registrar of Companies at the Attorney General’s Chambers in Nairobi (takes 7-14 days, see detailed comments on link below)
- Register with the Tax Department for a PIN (takes 1 day, no charge)
- Register with the VAT office (takes 1 day, no charge)
- Apply for a business permit (takes one day, see details on link below)
- Register with the National Social Security Fund – NSSF (takes 1 day, no charge)
- Register with the National Hospital Insurance Fund – NHIF (takes 1 day, no charge)
- Register for PAYE (takes 1 day, no charge)
- Make a company seal after a certificate of incorporation has been issued (takes 2 days, costs KES 2500 and KES 350 )