According to Kenya’s Companies Act (No. 17 of 2015), a private company limited by shares is one in which a shareholder’s liability is capped by the amount still owed on the shares they own. This indicates that a shareholder’s obligation is restricted to only their share of the unpaid capital. The most popular type of company incorporated in Kenya, this type is preferred by promoters looking to do business there. A private company must have at least one shareholder, one director, a declared share capital, a registered address in Kenya, and the names and contact information of its ultimate beneficial owners, who must be natural persons, to be established there. Through the eCitizen website, corporations in Kenya can register themselves online. The Kenyan government does most of its business online via eCitizen. It is quite simple to use. The following are the registration procedures:
Create a new eCitizen account
When creating a personal account, you must enter your name and the Kenyan ID number that can be found on official identification. Register for an account and enter a working email address. Use your Foreigner Certificate number rather than your Kenyan ID number if you are a foreign national residing in Kenya. Directors who reside overseas and are not Kenyan citizens may work for a Kenyan company. However, to use eCitizen and submit the necessary paperwork, at least one of the directors must be a Kenyan citizen.
Upload a passport photo
An identifiable passport photo of yourself must be uploaded before creating an eCitizen account. The image you choose must have been taken no more than six months before the day your business is registered.
Visit the Business Registration Service’s homepage
Once you’ve reached the Business Registration Service, fill out an application and choose the kind of business you want to launch.
Choose and save a business name
It can be rejected if the name is too close to one already used by a corporation in Kenya. You should hear back from the Registration Service regarding the suitability of the name within two business days. If the name is approved, the registrar will hold onto it for 30 days. Potential business owners in Kenya must pay a small fee to the government to look for a business name. Online credit card payments are readily available. The eCitizen website does not email you once the name has been approved.
You must therefore frequently check your account to determine whether the authorization was given.
File the necessary documents to register your business
This requires completing Forms CR1, CR8, and BN6. The application form for company registration is Form CR1. Form BN6 is the form to record your company’s nominal capital holdings, while Form CR8 is the notification of directors’ residential addresses.
Stamp duty
The amount of capital in your business determines how much stamp duty you will pay. The Kenya Revenue Authority oversees the collecting of stamp duties (KRA). The KRA will get in touch with you after your company name has been registered and provide you with instructions on how to pay the Stamp Duty. All your company’s employees and stockholders will be required to provide their Kenyan ID numbers. You will be required to pay a minimum of Kes. 2,140 based on a nominal capital of Kes. 2,000, which is equal to one percent of your company’s nominal capital. For each document (i.e., the private information of each shareholder) that the KRA must ratify to comply with the Stamp Duty requirements, you will be charged 100 Kes.
Make the bylaws and the memorandum of association.
The Memorandum of Association and the Articles of Association are the two documents that the Kenyan government requires new businesses to submit. Draft these documents before submitting your completed registration form. These documents are typically written by an attorney, although they can also be created by a director of the business or an administrative assistant. Each director will be required to sign the Memorandum and other forms for your company, including Form CR1, Form CR8, Notice of Nominal Capital Share, and Cessation Form. Deliver the filled-out paperwork and payment to a Kenyan Registrar’s office. Gather and seal the CR1, CR8, and BN6 forms, along with the articles of incorporation, including any other papers that have been scanned. The Registrar’s office should receive these documents by mail. The Kes. 10,650 can be paid with a check or a credit card in person at the Registrar’s office or online through the eCitizen portal.
You can download your business certificate through the eCitizen site
In about a week, the Kenyan government will examine all the forms you’ve filed, create scans and copies, and register your business with the KRA. Once everything has been authorized and your business has been properly registered, the business certificate will be uploaded online to your eCitizen portal.
