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How To Register Limited Company In Kenya

Entrepreneurs in Kenya

When starting a business in Kenya, one of the key legal obligation to operating your business is to have it registered in Sheria House. There are some requirements that any entrepreneur planning to register their business under the Company Act. If you are an entrepreneur who is looking to register a limited company, you will need to follow the below steps;

Step 1: Company Name Search

Entrepreneur should propose names (preferably three) that must be reserved pending registration. (Tip: In order to have a high success rate and save money at the same time while searching for your business name. make sure your name is not general. For example; try using more than one letter word, like Fenesi Continental Ltd. or Fenesi Solutions Ltd. rather than Fenesi Ltd .)

Your legal name must end with an Ltd designator, such as “Limited Liability Company”, “Ltd”. Also, the name can not be the same as another Limited Company on file in the company registry in which you are filing or registering.

What You Will Need For Company Name Search

  • Write down  your preferred Company Name
  • Perform name search  (You will need to write a letter  to Company Registry)
  • If you don’t register the name within 30 days, you will be required to reserve the company name  in order to use it after 30 days otherwise you will risk losing that name

Step 2: Memorandum & Article of Association

At this stage of the registration process, the company name search results should be ready before proceeding further. Memorandum & Article of Association can be obtained through our company registration service provider. Dealpoa will be able to assist you through this process and will request some information needed to prepare the Memorandum & Article of Association.

Requirements For Memorandum & Article of Association

  • Purpose of the company  that the entrepreneur wants to form. Have to be very specific not general. Describe everything you want to do. (For example; If you want to do fish farming, then you need to describe if you will be buying or selling them, rather than just stating “Agriculture”, that will be too general )
  • Names of fellow entrepreneurs

    (Directors)  who would like to form the company, at least two. Give their occupation and postal address. (Preferably full-names as indicated on their ID or Passport )

  • Registered Office of the Company. Please get the Land Reference Number (Plot No .) of the Building and Street Name. Road, Town
  • Amount of Nominal Share Capital  and Division of Shares thereof. % of share holding. (For example if there are two entrepreneurs starting a business, they will need to decide on the ownership structure with share allocation like 60%-40% or 70%-30% or 90%-10%. Minimum share value is Kshs. 100,000

Once you have provided the above information, the directors will now be required to sign the complete Memorandum & Article of Association. (Usually page 9 & 16).

There will be 3 copies of the Memorandum & Article of Association that you will be required to sign. First copy will remain at the company registry, Second copy will be used to open a bank account and you will remain with the Third copy .

You will also be required to fill and sign the following forms before returning back the Memorandum & Article of Association;

  • Form No. 208 – Declaration of Compliance with the requirements of the Companies act on application for registration of a company
  • Form No. 201 – Notice of situation of registered office or of any change therein (Section 108)
  • The Stamp Duty Act (Cap 480) – Statement of Nominal Capital

If you are upgrading from sole proprietor to limited company. you will be required to fill and sign BN/6 (Notice of Cessation of Business)

Step 3: What’s Next!

Well, now you will need to just wait for the Memorandum & Article of Association to be taken to KRA for Stamp Duty and Company Registry for registration process takes place. This should take approximately 2 weeks. Also note that the cost for this process usually start from Ksh. 20,000 ($235 –  using exchange rate of $1 = Ksh. 85)

So now you know the process of registering a limited company in Kenya.

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Do you have a business idea and want to start it off, well you can have it registered as limited company today!

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