Company registration in Kenya is the process of incorporating a business under the Companies Act, No. 17 of 2015, administered by the Business Registration Service (BRS) through the online eCitizen platform. A registered company is a separate legal entity that can own property, sign contracts, and protect its owners from personal liability.
The Companies Act, 2015 was assented to on 11 September 2015 and its main provisions commenced on 6 November 2015 (Kenya Law). Registration runs entirely online. The Business Registration Service merged name reservation and incorporation into a single step on eCitizen (BRS). This guide covers entity types, requirements, steps, official fees, timeline, and post-registration compliance.
Why Register a Company in Kenya?
Registering a company gives you limited liability, banking access, tender eligibility, and perpetual succession. Incorporation separates the company’s debts from your personal assets. Banks require a Certificate of Incorporation and a Kenya Revenue Authority (KRA) PIN to open a corporate account. Government and large private tenders require proof of registration plus a tax compliance certificate.
- Limited liability: owners are not personally liable for company debts.
- Banking and credit: corporate accounts and loans require incorporation documents.
- Tenders: procurement needs registration and a tax compliance certificate.
- Perpetual succession: the company survives changes in ownership or directors.
What Are the Types of Business Entities in Kenya?
The private limited company (LTD) is the most common choice for local founders and foreign investors, because liability is capped at unpaid share capital and one person can form it. Kenya recognizes six main structures, governed by the Companies Act, 2015, the Limited Liability Partnership (LLP) Act, 2011, or the Registration of Business Names Act.
| Entity | Min shareholders | Min directors | Liability | Governing statute | Best for |
|---|---|---|---|---|---|
| Sole proprietorship | 1 owner | n/a | Unlimited, personal | Registration of Business Names Act | Freelancers, small traders |
| Partnership | 2+ | n/a | Unlimited, joint | Registration of Business Names Act | Small professional groups |
| Private limited company (LTD) | 1 (max 50 members, s.9) | 1 (s.128) | Limited to unpaid shares | Companies Act, 2015 | Most SMEs and foreign investors |
| Public limited company (PLC) | 1 (7-member rule abolished, s.11) | 2 (s.128) | Limited to unpaid shares | Companies Act, 2015 | Large firms, NSE listing |
| Branch (foreign company) | Parent-owned | 1 local representative (Part XXXVII) | Parent bears liability | Companies Act, 2015, Part XXXVII | Foreign parent entering Kenya |
| Limited liability partnership (LLP) | 2+ partners | n/a | Limited | LLP Act, 2011 | Consulting, legal, accounting firms |
A public limited company (PLC) can now be formed by one or more persons; the old seven-member minimum was abolished (Companies Act, 2015, s.11). A PLC must have at least two directors (s.128) and a company secretary (s.244), and may list on the Nairobi Securities Exchange (NSE).
What Are the Company Registration Requirements in Kenya?
You need one director, one shareholder, an approved unique name, a registered physical and postal address in Kenya, valid ID, a Memorandum and Articles of Association (MOA & AOA) or BRS Model Articles, a Statement of Nominal Capital, and beneficial ownership details. Foreign-issued documents must be notarized or apostilled for non-resident incorporations.
| Document | Who needs it | Notes |
|---|---|---|
| Approved unique company name | All | Reserved via eCitizen name search |
| National ID | Resident directors/shareholders | Valid government ID |
| Passport (notarized copy) | Non-resident directors/shareholders | Must be notarized or apostilled |
| Proof of address (under 3 months) | All directors/shareholders | Notarized for non-residents |
| MOA & AOA or BRS Model Articles | All companies | BRS publishes Model Articles |
| Statement of Nominal Capital | Companies with share capital | Declares nominal capital |
| Forms CR1, CR2, CR8 | All companies | Official BRS incorporation forms |
| Beneficial ownership details (Form BOF1) | All companies | Filed on eCitizen |
How Do You Register a Company in Kenya, Step by Step?
Registration is completed online on eCitizen, where BRS bundles name reservation, incorporation, and KRA PIN issuance into one flow. A private or public limited company is typically incorporated in 3 to 5 days once documents are complete (BRS Companies Registry). Follow these ten steps.
- Choose your business structure.
- Run a name search and reservation on eCitizen. Check availability first with Commenda’s company name checker.
- Prepare your MOA & AOA or adopt the BRS Model Articles.
- Complete Forms CR1 (application), CR2 (memorandum for a company with share capital), CR8 (director residential address), and the Statement of Nominal Capital.
- Pay the prescribed BRS fee.
- Submit the signed documents on eCitizen for BRS approval.
- Receive the Certificate of Incorporation and CR12 (register of directors and shareholders).
- Obtain a KRA PIN and register for applicable taxes.
- Apply for county business permits.
- Open a corporate bank account.
How Much Does Company Registration Cost in Kenya?
Registering a private limited company costs a BRS fee of KES 10,650, per the BRS Fee Schedule – Companies Registry. Name reservation for a company costs KES 650. A CR12 official search costs KES 650. The live eCitizen invoice is the final payable amount at filing.
| Item | Fee (KES) | Source |
|---|---|---|
| Name reservation (companies) | 650 | BRS Fee Schedule – Companies Registry |
| Private limited company registration | 10,650 | BRS Fee Schedule – Companies Registry |
| Public limited company registration | 10,650 | BRS Fee Schedule – Companies Registry |
| CR12 (official search) | 650 | BRS Fee Schedule – Companies Registry |
| Foreign company (branch) registration | 7,550 | BRS Fee Schedule – Companies Registry |
How Long Does Company Registration Take in Kenya?
Incorporation of a private or public limited company takes 3 to 5 working days once documents are complete, per the BRS Companies Registry. Name reservation now sits inside the single online application, so there is no separate wait. Delays usually come from incomplete documents or unnotarized foreign paperwork, not the BRS queue.
| Stage | Typical duration | Source |
|---|---|---|
| Name reservation and application (merged) | One online submission | BRS |
| Private/public company incorporation | 3–5 working days | BRS Fee Schedule – Companies Registry |
| Foreign company (branch) registration | Filed on eCitizen | BRS |
Can a Non-Resident Register a Company in Kenya?
Yes. A non-resident can own 100% of a Kenyan private limited company in most sectors, with land ownership and a few regulated industries (insurance, telecommunications) as exceptions. Non-residents submit a notarized passport copy and notarized proof of address. You can register remotely from abroad through eCitizen.
Foreign founders choose one of two routes: a local subsidiary (private limited company) or a branch of the foreign parent. Practical friction sits after incorporation: bank Know Your Customer (KYC) checks can slow account opening, the Central Bank of Kenya governs forex and capital transfers, and county licensing varies. For a parallel foreign-investor walkthrough, see Commenda’s guide to registering a company in India for foreigners.
Does Kenya Require a Resident Director?
No. A locally incorporated private company needs only one director (Companies Act, 2015, s.128), with no residency requirement. A Kenya-resident local representative is mandatory only for a registered foreign company (branch) under Part XXXVII of the Companies Act, 2015 (s.979).
In practice, banks and KRA processes usually need at least one local KRA PIN holder to open accounts and file taxes. This is operational practice, not a statutory rule. Many foreign founders appoint a resident representative to clear this friction.
How Does a Foreign Company Register a Branch Office in Kenya?
A foreign company registers a branch under Part XXXVII of the Companies Act, 2015. The branch is not a separate legal entity, so the foreign parent bears full liability. The BRS registration fee for a foreign company is KES 7,550 (BRS Fee Schedule – Companies Registry). A branch differs from a subsidiary, which is a separate Kenyan company.
Branch registration requires:
- Certified copies of the parent company’s incorporation documents.
- A Kenyan registered physical and postal address.
- Appointment of at least one local representative resident in Kenya (Companies Act, 2015, s.979).
- Annual branch financial statements filed with BRS.
What Is Kenya’s Beneficial Ownership Disclosure Requirement?
Every Kenyan company must file and maintain a beneficial ownership (BO) register with BRS under the Companies (Beneficial Ownership Information) Regulations, 2020. A beneficial owner is a natural person who holds at least 10% of shares or voting rights, can appoint or remove a director, or exercises significant control (Regulation 3(2)).
The initial register is lodged on Form BOF1 within 30 days of preparation (Companies Act, 2015, s.93A(3), per EY Kenya). Changes are notified within 14 days on Form BOF2 (Regulations 2020). The BRS compliance deadline for private limited companies was 30 November 2024.
| BO obligation | Deadline | Penalty | Source |
|---|---|---|---|
| Lodge initial register (Form BOF1) | 30 days of preparation | KES 500,000 + KES 50,000/day | BRS BOI Public Notice |
| Notify changes (Form BOF2) | 14 days | KES 2,000 + KES 100/day | BO Regulations 2020; BRS BOI Public Notice |
How Do You Get a KRA PIN After Incorporation?
The company applies for a Kenya Revenue Authority (KRA) PIN through the iTax portal after incorporation, and the eCitizen flow now streamlines issuance alongside registration. The KRA PIN is the company’s tax identity for all filings. After the PIN, register for Value Added Tax (VAT) if you cross the threshold, and for Pay As You Earn (PAYE) if you employ staff.
What Happens After You Register a Company in Kenya?
Post-incorporation, you must file annual returns, maintain the beneficial ownership register, renew county permits, and keep company records current. An annual return is delivered to the Registrar within 28 days of the company’s return date, the anniversary of incorporation (Companies Act, 2015, s.705). Late or non-compliant filings attract fines. Commenda’s compliance calendar tracks these deadlines.
| Obligation | Deadline | Penalty | Source |
|---|---|---|---|
| Annual return to BRS | 28 days after return date | Up to KES 500,000 | Companies Act, 2015, s.705 & s.708 |
| Beneficial ownership register (BOF1) | 30 days of preparation | KES 500,000 + KES 50,000/day | Companies Act, 2015, s.93A; BRS BOI Public Notice |
| Beneficial ownership changes (BOF2) | 14 days | KES 2,000 + KES 100/day | BO Regulations 2020; BRS BOI Public Notice |
| County single business permit | Annual renewal | Varies by county | County governments |
| Company secretary (if paid-up capital ≥ KES 5M) | On incorporation | Offence under the Act | Companies Act, 2015, s.243/s.244 |
Opening a Business Bank Account
To open a corporate account, banks require the Certificate of Incorporation, the KRA PIN, a board resolution authorizing the account, and identification for all signatories. Major banks including KCB, Equity Bank, and Absa offer business banking for local and foreign-owned companies.
What Government Incentives Exist for Registered Companies in Kenya?
Kenya offers zone-based tax incentives that shape where foreign investors register. Export Processing Zones (EPZ) suit export manufacturers, and Special Economic Zones (SEZ) offer broader reduced-tax operations. Both compare favorably against Kenya’s standard 30% corporate tax rate.
| Incentive | Benefit | Source |
|---|---|---|
| EPZ corporate tax | 0% for first 10 years, then 25% for next 10 years | Export Processing Zones Act; KenInvest |
| EPZ duties and VAT | Exemption from customs duty and VAT on inputs | Export Processing Zones Act; KenInvest |
| SEZ corporate tax | 10% for first 10 years, then 15% for next 10 years | Special Economic Zones Act, 2015 |
| SEZ withholding tax | 5% on payments to non-residents | Special Economic Zones Act, 2015 |
How Commenda Helps With Company Registration in Kenya
Commenda’s incorporation service handles company registration in Kenya end to end: entity selection, document preparation, name reservation, and eCitizen filing, plus KRA PIN and tax registration. After incorporation, Commenda’s entity management platform keeps your annual returns, beneficial ownership filings, and county renewals on track, so nothing slips.
Expanding across borders? Compare jurisdictions with Commenda’s guides to company registration in the UK and registering a company in Canada.
Book a demo to get a document checklist and a realistic timeline for your Kenya incorporation on a free consultation.
