Registering a Company Limited by Guarantee (CLG)

A CLG is a type of company structure that is commonly used by non-profit organizations, charities, and other entities that do not have a share capital.

Unlike the more common companies limited by shares structure;

• A CLG does not have any shares or shareholders. 
• It is owned by members/guarantors who agree to pay a set amount of money towards company assets.
• It's certificate of incorporate states that it is a company limited by guarantee.

Profits are typically not distributed to guarantors rather they are reinvested to further the non-profit objectives of the company.

The registration of a CLG in Kenya is governed by the Companies Act, 2015, which outlines the specific procedures and documentation required.

To register a Company Limited by Guarantee in Kenya, you will need to prepare several documents, including;

1. Reserving the company name.
2. Drafting the Memorandum and Articles of Association.
3. A statement of the company's objectives.
4. Director/Member/Director Member/ Secretary / Legal particular details and recent colored passport-sized photographs.
5. Submitting the Registration Documents online on the e-Citizen platform.
6. Paying the required fees.
7. Directors and members to undergo vetting by National Intelligence Service (NIS) before the company is registered. 
8. Registering for tax with the Kenya Revenue Authority (KRA) to obtain a Personal Identification Number (PIN).
9. Company seals.

The process of registering a Company Limited by Guarantee in Kenya involves several key steps, including:

1. Register Online with the e-Citizen Portal :Create an e-Citizen Account if you don't have an account to proceed with the registration process of Company Limited by Guarantee (CLG).
   
2. Name search and reservation : To name your CLG, suggest 3 to 5 unique names in order of preference and priority to verify the availability of your preferred name. The proposed name for your CLG must be unique and comply with the legal requirements set forth by the Companies Registry.
3. Memorandum and Articles of Association :  A CLG may adopt the model articles prescribed by the Companies Act, which outline the company’s structure and governance. Alternatively, it may choose to create its own articles and define specific objects within them if desired. Click here to view the model articles for companies limited by guarante.
4. Registered Addresses :  Fill in the primary physical address for the company and contact details such as: Name of building, Plot No., Estate, House No.,  Email address, Telephone no., postal address, and residential addresses.
5. Ownership Information: Provide identification card details for Kenyan citizens and passports or Alien Cards for foreigners who are directors, secretary or members of the company. Remember that both Kenyan citizens and foreign nationals can register a CLG. Foreigners need a local citizen as either the secretary or a director for registration.
6. Application Documents:  The completed registration forms (CR1, CR 3 and CR 8), must be signed scanned and submitted to the Companies Registry for review and approval.
7. Obtaining the Certificate of Incorporation : Upon successful registration, the Companies Registry will issue a Certificate of Incorporation, officially recognizing your CLG as a legal entity.

Company Limited by Guarantee (CLG) registration is done online through the e-Citizen platform. The platform enables seamless uploading of all required documents, including the memorandum, articles of association, constitutive documents (CR1, CR3, CR8), and other supporting documents.

The registration fee for a CLG in Kenya is KES 10,650. This fee is payable to the Companies Registry upon submission of the required documents for incorporation.

A Company Limited by Guarantee may take between 4 to 12 months to process. A Company Limited by Guarantee requires all directors and members to undergo vetting before the company is registered. Registration is done after receiving the vetting report from the National Intelligence Service (NIS).

1. Annual filing of company returns :  Companies must submit annual returns to the Registrar before their return date, which is the anniversary of incorporation or the date of the last filed return, whichever is later.
2. Tax obligations:Registered CLGs may be eligible for income tax exemptions, but they are required to comply with tax obligations by remitting and filing tax returns.
3. Annual financial statements : Companies must file financial statements with the Registrar annually. Public companies and those limited by guarantee have a six-month deadline after the financial year ends.
4. Changes in the Company:Notify the Registrar of Companies about changes, such as director appointments/resignations, amendments to articles of association or registered office, and altering the financial year-end.

Model Articles for Companies Limited by Guarantee

The Business Registration Service

eCitizen Platform