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company registration requirements in kenya
Introduction
Registering a company in Kenya is a crucial step for anyone looking to establish a business in the country. The process is governed by the Companies Act, 2015, which outlines the requirements, procedures, and regulations for company registration. This comprehensive guide will walk you through the necessary steps, documents, and legal considerations for registering a company in Kenya.
Table of Contents
Overview of Company Registration in Kenya
Types of Companies in Kenya
Requirements for Company Registration
Name Search and Reservation
Preparation of Documents
Submission and Registration
Post-Registration Requirements
Case Laws and Legal Precedents
Conclusion
TLDR
1. Overview of Company Registration in Kenya
The process of registering a company in Kenya has been streamlined and digitized, making it more accessible and efficient. The Business Registration Service (BRS) is the primary body responsible for company registration, and the entire process can be completed online through the eCitizen portal.
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2. Types of Companies in Kenya
Before registering a company, it is essential to understand the different types of companies recognized under Kenyan law. These include:
Private Limited Company (Ltd): The most common type of company, suitable for small to medium-sized businesses.
Public Limited Company (PLC): Suitable for larger businesses that intend to offer shares to the public.
Company Limited by Guarantee: Typically used for non-profit organizations.
Unlimited Company: A company where the liability of members is not limited.
Foreign Company: A company incorporated outside Kenya but registered to operate within Kenya.
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3. Requirements for Company Registration
3.1 Name Search and Reservation
The first step in registering a company is to conduct a name search to ensure that the proposed company name is unique and not already in use. This can be done through the eCitizen portal. Once the name is approved, it is reserved for a period of 30 days.
Steps:
Create an eCitizen account.
Log in and navigate to the Business Registration Service.
Conduct a name search and reserve the name.
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3.2 Preparation of Documents
The following documents are required for the registration of a company in Kenya:
Memorandum and Articles of Association: These documents outline the objectives, rules, and regulations governing the company.
Form CR1: Application for company registration.
Form CR2: Model memorandum for a company with share capital.
Form CR8: Notice of residential address of directors.
Copies of Identification Documents: National ID or passport for Kenyan citizens and passport for foreign nationals.
KRA PIN Certificates: Personal Identification Number (PIN) certificates for all directors and shareholders.
Passport-sized Photographs: Recent photographs of all directors and shareholders.
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3.3 Submission and Registration
Once all the required documents are prepared, they can be submitted online through the eCitizen portal. The registration process typically takes between 5 to 7 working days.
Steps:
Log in to the eCitizen portal.
Navigate to the Business Registration Service.
Fill out the necessary forms and upload the required documents.
Pay the registration fee.
Submit the application for review.
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4. Post-Registration Requirements
After successfully registering a company, there are several post-registration requirements that must be fulfilled:
Obtain a Business Permit: Apply for a business permit from the county government where the business will operate.
Register for Taxes: Register with the Kenya Revenue Authority (KRA) for VAT, PAYE, and other relevant taxes.
Open a Bank Account: Open a corporate bank account in the name of the company.
Register with Statutory Bodies: Register with the National Social Security Fund (NSSF) and the National Hospital Insurance Fund (NHIF).
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5. Case Laws and Legal Precedents
Case Law 1: Republic v Registrar of Companies Ex-Parte Githunguri Dairy Farmers Co-operative Society Ltd [2015] eKLR
Facts: The applicant sought judicial review orders to compel the Registrar of Companies to register a company name that had been previously rejected.
Outcome: The court held that the Registrar of Companies had the discretion to approve or reject company names based on the guidelines provided under the Companies Act. The application was dismissed.
Relevance: This case highlights the importance of conducting a thorough name search and ensuring compliance with the guidelines for company names.
Case Law 2: In Re the Matter of the Companies Act (Cap 486) and In Re the Matter of an Application by Kenya Tea Development Agency Ltd [2009] eKLR
Facts: The applicant sought to change its company name and amend its Memorandum and Articles of Association.
Outcome: The court granted the orders, allowing the company to change its name and amend its governing documents.
Relevance: This case underscores the flexibility provided under the Companies Act for companies to make changes to their names and governing documents, subject to court approval.
Case Law 3: Republic v Kenya Revenue Authority Ex-Parte Aberdare Freight Services Ltd [2004] eKLR
Facts: The applicant challenged the decision of the Kenya Revenue Authority to deregister the company for non-compliance with tax obligations.
Outcome: The court upheld the decision of the Kenya Revenue Authority, emphasizing the importance of compliance with tax regulations.
Relevance: This case illustrates the critical role of tax compliance in maintaining a company's registration status.
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Conclusion
Registering a company in Kenya is a structured process governed by the Companies Act, 2015. By following the outlined steps and ensuring compliance with the legal requirements, you can successfully register your company and commence business operations. It is advisable to seek legal counsel to navigate any complexities that may arise during the registration process.
TLDR
To register a company in Kenya, you need to conduct a name search, prepare necessary documents, and submit them through the eCitizen portal. Post-registration, you must obtain a business permit, register for taxes, and comply with statutory requirements. Legal precedents emphasize the importance of compliance with registration and tax regulations.
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Answered by mwakili.com