HOW TO REGISTER A COMPANY IN KENYA

HOW TO REGISTER A COMPANY IN KENYA

• LAWS APPLICABLE
• THE CONSTITUTION OF KENYA.
• THE COMPANIES ACT 2015.
• AMONG OTHERS.
• Have a business idea.

1. DECIDE ON WHICH FORM OF COMPANY YOU WANT TO INCORPARATE

The COMPANY ACT of 2015 provides for the following forms of companies,

• COMPANY LIMITED BY GUARANTEE  as a company having the liability of its members limited bythe memorandum to the amount that the members undertake in the memorandum to contribute to the assets of the company if it is being wound up
• COMPANY LIMITED BY SHARES as a Company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them

• UNLIMITED LIABILITY COMPANY as a company not having any limit on the liability of its members
• A CAMPANY MAY BE APRIVATE COMPANY OR A PUBLIC COMPANY
• PRIVATE COMPAN is a company which by its articles, restricts the right to transfer its shares and other securities, limits the number of its members to one hundred, not including persons who are employed by the company and persons who, have been formerly employed by the company; and prohibits any invitation to the public to subscribe for any shares or debentures of the company.
• NB Where two or more persons hold one or more shares in a Company jointly, they shall, for the purposes of this section, be treated as a single member.
• PUBLIC COMPANY is a company which by its articles does not, restricts the right to transfer its shares and other securities, does not limits the number of its members and prohibits any invitation to the public to subscribe for any shares or debentures of the company.

1. Having decided on the type of a company to register choose name
2. Reserve the name with  by filing a company name request at the Office of the Registrar of companies together reservation fee
3. Prepare a Statement of Nominal Capital, Memorandum and Articles of Association of the intended company (recommended to be prepared by a lawyer).
4. Fill companies forms, Declaration of Compliance with Companies Act – sworn before a Commissioner of Oaths), , and form, particulars of directors and secretary, company address commonly called situation of business.
5. Have all the documents signed accordingly
6. Take them for assessment either KRAor registrar of document office.
7. After the assessment of registration fees and stump duty, proceed to pay the fees and tax
8. SUBMIT to Registrar of companies, approved Reservation of name form, copies of memorandum and Articles of Association of the company, identification form for the directors with passport photos, Particulars of directors and company secretary form, Statement of authorized share capital of the company, Statutory declaration of compliance with the requirements for registration of a company, Payment slips for Registration fees and Stamp duty for the company to be registered.
9. All documents shall be verified where there is no query the registrar of companies shall register the company and issue a certificate of incorporation to that effect.
10. Obtain company seal/
11. After getting the certificate of incorporation proceed to register for tax with KRA to get TAX IDENTFICATION NUMBER,
12. Register with social security fund among others.

Note. Company registration in Kenya  can also be done online in

Author is A regional transactions legal consultant (ADVOCATE) at NOA REGIONAL ASSOCIATED ADVOCATES AND LEGAL CONSULTANTS.

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NOTE: whereas the author has made necessary efforts to ensure the accuracy of this post, it is not intended to provide specific legal advice to a particular individual as individual situations may differ. For specific technical / legal transaction advice on this subject matter and related subject, You may contact the author at online consultancy fee, or contact any transaction legal consultant of your choice.
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