M-Wakili

CONTACT

FAQ

LOGIN

REGISTER

Ask a lawyer:
requirements for registering a limited company in kenya

Table of Contents

  1. Introduction

  2. Requirements for Registering a Limited Company in Kenya 2.1. Name Reservation 2.2. Memorandum and Articles of Association 2.3. Company Secretary 2.4. Registered Office 2.5. Share Capital 2.6. Directors 2.7. Application for Registration

  3. Conclusion

Introduction

This response will outline the requirements for registering a limited company in Kenya, drawing from the Companies Act, 2015.

Requirements for Registering a Limited Company in Kenya

2.1. Name Reservation

  • The first step in registering a limited company in Kenya is to reserve a name.

  • The name must be unique and not already in use by another company.

  • The name must also comply with the provisions of the Companies Act, 2015.

  • The applicant must submit an application for name reservation to the Registrar of Companies.

  • The application must include the proposed name of the company, the type of company, and the address of the applicant.

  • The Registrar of Companies will review the application and approve or reject it within 14 days.

  • If the name is approved, the applicant will be issued with a name reservation certificate.

  • The name reservation certificate is valid for 30 days.

  • The applicant must use the reserved name to register the company within 30 days.

  • If the applicant fails to register the company within 30 days, the name reservation will lapse.

Source: Companies Act, 2015, Section 10

2.2. Memorandum and Articles of Association

  • The next step is to prepare the company's Memorandum and Articles of Association.

  • The Memorandum of Association is a document that sets out the company's objects, powers, and liabilities.

  • The Articles of Association are a document that sets out the company's internal rules and regulations.

  • The Memorandum and Articles of Association must be signed by the company's subscribers and witnessed by a lawyer or notary public.

  • The Memorandum and Articles of Association must be filed with the Registrar of Companies.

Source: Companies Act, 2015, Sections 12 and 13

2.3. Company Secretary

  • A limited company in Kenya must have a company secretary.

  • The company secretary is responsible for ensuring that the company complies with the Companies Act, 2015.

  • The company secretary must be a Kenyan citizen or a resident of Kenya.

  • The company secretary must be at least 18 years old.

  • The company secretary must have the necessary qualifications and experience.

  • The company secretary must be appointed by the company's board of directors.

Source: Companies Act, 2015, Section 14

2.4. Registered Office

  • A limited company in Kenya must have a registered office.

  • The registered office is the company's official address.

  • All legal notices and documents must be served at the registered office.

  • The registered office must be a physical address in Kenya.

  • The company must notify the Registrar of Companies of its registered office address.

Source: Companies Act, 2015, Section 15

2.5. Share Capital

  • A limited company in Kenya must have a share capital.

  • The share capital is the total amount of money that the company is authorized to raise from its shareholders.

  • The share capital must be divided into shares.

  • The shares must be of a fixed value.

  • The company must file a statement of its share capital with the Registrar of Companies.

Source: Companies Act, 2015, Section 16

2.6. Directors

  • A limited company in Kenya must have at least two directors.

  • The directors are responsible for managing the company.

  • The directors must be Kenyan citizens or residents of Kenya.

  • The directors must be at least 18 years old.

  • The directors must have the necessary qualifications and experience.

  • The directors must be appointed by the company's shareholders.

Source: Companies Act, 2015, Section 17

2.7. Application for Registration

  • Once the company has met all the requirements, it can apply for registration with the Registrar of Companies.

  • The application must be accompanied by the following documents:

    • The company's Memorandum and Articles of Association

    • The company's name reservation certificate

    • A statement of the company's share capital

    • A list of the company's directors

    • A notice of the company's registered office address

    • The company's certificate of incorporation

  • The Registrar of Companies will review the application and issue a certificate of incorporation if the company meets all the requirements.

  • The certificate of incorporation is the document that officially registers the company.

Source: Companies Act, 2015, Section 18

Conclusion

The process of registering a limited company in Kenya involves several steps, including name reservation, preparation of the Memorandum and Articles of Association, appointment of a company secretary, establishment of a registered office, determination of share capital, and appointment of directors. Once all requirements are met, the company can apply for registration with the Registrar of Companies. Upon successful review, the company will receive a certificate of incorporation, officially registering the company.

Answered by mwakili.com