Registering a limited company in Kenya is now done online through eCitizen. This guide explains the steps, the documents you need and the compliance obligations that follow incorporation.
Incorporating a limited company is one of the best ways to formalise a business in Kenya. A company is a separate legal person: it can own property, sign contracts and borrow money in its own name, and its shareholders’ liability is generally limited to any amount unpaid on their shares. Companies are registered under the Companies Act, 2015 by the Business Registration Service (BRS), through the eCitizen portal.
Business name, LLP or limited company?
- Business name (sole proprietorship or partnership) — quick and inexpensive to register, but the owners are personally liable for the business’s debts.
- Limited liability partnership (LLP) — popular with professional firms; the partnership is a separate legal entity and partners enjoy limited liability.
- Private limited company — the most common choice for businesses that want to grow, raise capital, bid for tenders or work with banks and corporate clients.
Step 1: Search and reserve a company name
Log in to eCitizen, open the Business Registration Service and search for your proposed name. The name must not be the same as, or too similar to, an existing company name, and certain words — such as “bank”, “insurance” or “national” — need additional approval. Once approved, the name is reserved for a limited period while you complete registration.
Step 2: Decide on directors, shareholders and share capital
- A private company must have at least one director, and at least one director must be a natural person.
- A private company can have a single shareholder, and up to a maximum of 50 members.
- A company secretary is only mandatory for a private company whose paid-up capital is KSh 5 million or more.
- Decide on the share capital and how the shares will be divided — this affects control of the company and future fund-raising.
Step 3: Prepare the registration documents
The eCitizen application captures and generates the statutory forms, including:
- Form CR1 — the application to register the company, with details of the directors, shareholders, registered office and share capital;
- Form CR2 — the memorandum of association, signed by the subscribers;
- Form CR8 — notice of the residential addresses of the directors;
- Articles of association — either the model articles or articles tailored to your business;
- details of the company’s beneficial owners — the individuals who ultimately own or control it.
You will also need copies of each director’s and shareholder’s national ID or passport and their KRA PIN.
Step 4: Pay and submit the application
Pay the registration fee through eCitizen and submit the application. The registrar reviews it and, if everything is in order, issues a Certificate of Incorporation — often within a few working days. Government fees change from time to time, so confirm the current amounts on eCitizen before you apply.
Step 5: Set up after incorporation
- Company KRA PIN — obtain or confirm the company’s PIN on iTax.
- Bank account — open a company account using the certificate of incorporation, a current CR12 and the directors’ documents.
- County business permit — obtain the business permit for each county where you operate.
- Employer registrations — if you hire staff, register with NSSF and the Social Health Authority (SHA), operate PAYE and remit the Affordable Housing Levy.
- VAT — register for VAT once taxable turnover reaches KSh 5 million in any 12-month period.
- Sector licences — some businesses, for example in finance, health, food, transport and construction, need additional licences or registrations.
Ongoing compliance obligations
- File an annual return with the registrar every year.
- Keep the statutory registers — members, directors and beneficial owners — up to date, and notify the registrar of changes such as new directors, a new registered office or share transfers.
- Keep proper accounting records and file tax returns on time.
- Record major decisions through board and shareholder meetings or written resolutions.
Why a shareholders’ agreement matters
Where a company has more than one owner, the articles of association rarely cover everything. A shareholders’ agreement sets out how decisions are made, how profits are shared, what happens if a shareholder wants to leave or dies, and how deadlocks are broken. It is far easier to agree these terms at the start than in the middle of a dispute.
Frequently asked questions
Can a foreigner register a company in Kenya?
Yes. Foreign nationals can be directors and shareholders of a Kenyan company. Some sectors have local ownership requirements, so check the rules for your industry before you incorporate.
How long does it take to register a company in Kenya?
Where the name is approved and the documents are complete, incorporation is often completed within a few working days.
Do I need a lawyer to register a company?
Not necessarily. However, an advocate can advise on the right structure, draft tailored articles and a shareholders’ agreement, and make sure the company starts life fully compliant.
Our corporate and commercial law team advises entrepreneurs and businesses on incorporation, shareholder arrangements, contracts and compliance. Talk to us before you register.
