Before submitting the documents required for the registration of a company in Kenya, you must first have reserved a business name for 30 days. Application and reservation of a company name can be done through the e-Citizen portal.
At the portal, you will need to create an account using a government-issued ID number. If you are a foreigner, you will need your Foreigner Certificate number. Since a company can have foreign directors who do not live in Kenya, at least one of them must be a Kenyan citizen to access and submit the incorporation paperwork on the e-Citizen platform. It will cost you around KES 150 to do a name search. Once done, the next step is to fill in the registration forms.
List of documents required for the registration.
1. Memorandum of Association
This is one of the most crucial business registration documents that provides a company’s constitution and its entire structure. In other words, it brings to light the primary objectives of your company and includes its current share structure, subscribers, rules, and the authorised share capital. The document also contains the underlying conditions that allow the incorporation of the company.
The purpose of the document is to allow the company’s creditors, shareholders, and others to know the range of permitted enterprise. It defines and confines the general powers of a company.
2. Articles of Association
The Articles of Association is one of the important documents required to register a company in Kenya. The document outlines a company’s rules and regulations framed to manage internal affairs.
The articles of association are controlled by and are subordinate to the memorandum of association. Its contents include the number and value of company shares, adoption of preliminary contracts, allotment of shares, and alteration of capital.
3. Form CR1
One of the many requirements for registering a company in Kenya is filling form CR1. This form is an application form used to register a company limited by shares, unlimited, or guarantee
The form includes details of the first directors, secretary, and authorised signatory of the company. It also discloses the company’s share capital, class of shares, and the number of shares. Kenyan laws state that only a company with a nominal capital of KES 500,000 or more can have a Certified Company Secretary.
4. Form CR2
One of the most crucial company registration requirements is form CR2. This form is designed for the model memorandum and it is for a company with a share capital. The document is basically the memorandum of association for the company and includes the name and address of each subscriber.
The form consists of the nominal value of shares of each subscriber, the class of shares taken and the rights (if any) attached to each class of shares.
5. Form CR8
You need to include form CR8 on your list of company documents during registration. Form CR8 is a document that gives notices of the residential addresses of all the company directors. It includes the name of the company and type of company (public, private, limited by guarantee, or unlimited).
The form highlights other crucial information such as whether the company has its articles of association or whether it will adopt the model articles of association appropriate to it. You must also include the liability of members, share capital and details of company ownership structure and acquisition or amalgamation.
6. Form CR14
Throughout the limited company registration process, the law requires you to fill out form CR14. It is an application document that reserves the name of the company. As noted above, you must accompany the form with a prescribed fee of KES 150.
7. Statement of Nominal Capital
One of the many company registration forms Kenya you should file is the Statement of Nominal Capital. It is a document that states the company’s nominal capital, number of shares, and price of each share. You file this statement with the memorandum of association document or any other incorporation document during registration.
8. Tax PIN Certificates
During registration, you must produce a photocopy of tax PIN certificates of each shareholder or director of the company. You can only acquire the certificates from the Kenya Revenue Authority (KRA). The laws that govern the incorporation of companies in Kenya mandates that foreign nationals must possess an alien card or a Foreign Registration Certificate to get a Tax PIN Certificate.
9. Passport-sized photos
All directors or shareholders must produce their passport-sized photos when registering. Ideally, the document should measure 5.5cm by 5.5cm. The photo must not be more than six months old from when you are registering the company.
10. ID or passport
You must also produce a scanned copy of your government-issued ID card or passport. If you are using your ID, make sure both sides are clearly visible. The photocopy of the passport should also bear all the important information.
It is crucial to know all the documents required for the registration of a company before you begin the process. You must also ensure that you have the necessary information, such as the mission and vision of the company, names, postal addresses, telephone numbers, and email addresses of the business’s shareholders and directors. Also, you must know the proposed physical address of the company and the number of shares of each shareholder. Once you finish your registration, you will receive a certificate of incorporation. It will take up to a week for the relevant office to review your forms and register the company if it meets the set criteria.