A SIMPLE 9 STEP PROCESS OF REGISTERING A FOREIGN COMPANY IN KENYA

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Registering a foreign business in Kenya

Companies in Kenya are registered online through the e-citizen platform and are governed by the Companies Act No. 17 of 2015. A foreigner or non-citizen can register a foreign company in Kenya, or register a company from outside Kenya by registering a main branch of the company or by incorporating a subsidiary company. Registration for a foreign company in Kenya may take about 4 to 7 days to complete.

The Process of Registering a Foreign Company in Kenya

1.  Login on E-citizen Portal

When registering a foreign company in Kenya, the applicant has to log in to the e-citizen portal to register the company. The portal requires you to sign up using an email address, a Kenyan National ID, or a passport number to make an application.

2.  Selecting the Business Registration

Once the applicant has signed up, the portal offers the option of choosing the business registration service, and the applicant then proceeds to select and make an application.

3.  Choosing the Business Type to Register

The business registration service gives options of the kind of business to be registered, for example; a private limited company, a public limited company, a company limited by guarantee, a limited liability partnership, and foreign company registration in Kenya. In this case, the applicant clicks on the foreign company registration in Kenya and proceeds with the application.

4.  Placing in the Proposed Names

The act provides the applicant should propose at least three names and should not be similar to an existing company. The order of naming should be accorded to their priority as the registrar approves the first available name.

5.  Fill in the Articles of Association Details

The applicant must fill in the general articles provided in the Act, which are; a list of the companies’ activities, the proposed start date, accounting period end month, proposed working hours and the estimated annual profit. The applicant’s capacity also needs to be stated.

6.  Registering the Business Address

The applicant registering a company in Kenya as a foreigner is required to specify the business address by filling in information about; the county, district, location, name of the building, postal address, the company’s mobile number, and the company email address.

7.  Adding Details of Shareholders and Directors of the Company

The applicant must provide details about the shareholders and directors, such as their National ID/ Passport number, date of birth, phone numbers, and email address. Occupation, postal address, passport photograph, and the number of shares assigned.

If any beneficial owner holds at least 10% of the shares, then the applicant should also fill in their details.

8.  Filling in the Nominal Share Capital

The applicant then specifies the share category, the number of shares, and the value of each share. The applicant must appoint a company secretary if the shares capital exceeds Kenya shillings five million.

9.  Downloading and Signing the Registration Documents

Once the applicant has completed making the application, one should confirm that the data provided is correct and then proceed to sign the registration documents before uploading the scanned signed documents and making payments.

The registrar then approves the company’s registration within seven days. After the registrar approves, the applicant downloads the company’s registration certificate and forms CR 12, showing the shareholders and appointed directors list.

Registration Fees for Registering a Foreign Company in Kenya

The registration fees of a company under the act are stated to be Kenya shillings seven thousand seven hundred and fifty only (ksh.7750). The statutory cost for a foreign company ranges from USD 100.

After making the payments, the registrar then issues a certificate of compliance indicating the complete registration of the company as outlined in the act.

Post-Registration Requirements

1.  National Social Security Fund

An employer is required to register with the National Social Security Fund as a contributing employer to access public services. To register with the National Social Security Fund, an employer is required to provide the company certificate of compliance and the company Kenya Revenue Authority Pin Certificate.

2.  Social Health Insurance Fund

An employer can also register with the Social Health Insurance Act 2023 by providing the company certificate of compliance and the company Kenya Revenue Authority Pin Certificate. This registration helps the employer to benefit from the insurance services.

3.  Taxation

The company should also register with the Kenya Revenue Authority to be issued a pin certificate. For the registration to be completed, the company should provide:

  1. A copy of the certificate of compliance.
  2. A copy of the memorandum and article of association.
  3. A copy of the CR 12 certificate of official search
  4. A copy of the pin certificate for one of the company’s directors.
  5. A copy of compliance for one of the company’s directors.
  6. A copy of the acknowledgement receipt.
  7.  

The tax rate in Kenya ranges from 0- 30% for personal income, 30% for corporation tax, and VAT at 16%.

Benefits of Registering a Foreign Company in Kenya

  1. After registration of a foreign company in Kenya, the company benefits from some tax exemptions, saving them money.
  2. The company is also granted a limited liability after completing registration, meaning that in case they incur debt, their property is secured and exempted from the risk of being taken away in a way or repaying the debt.
  3. It also enhances international trade as they gain global visibility.
  4. Registration also saves the company from complex procedures when it needs to expand or form a subsidiary.

Final Words

Registering a foreign company in Kenya has been made an easy process, saving money and time. Non-Kenyan citizens are also granted the right to expand their businesses in Kenya, which enhances international trade.

When registering a foreign company in Kenya, having a seasoned lawyer on your team will make the process easier. Kenyan business laws, regulations, and tax policies can become complicated for anyone. A lawyer with local expertise can help you avoid costly missteps, ensure compliance, and streamline the registration process.

They also offer invaluable insight into navigating potential legal challenges and protecting your company’s interests from the start. In short, they’ll save you time, money, and future headaches—leaving you free to focus on growing your business.

Written By:

James Chepchieng

Advocate of the high court of kenya

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