Registering a Local Company in Kenya

The incorporation of a company is a one-step process. It is done online on the eCitizen portal (Business Registration Service BRS) section. This section offers a one-step registration process to reserve a business/company name and apply for registration simultaneously.

A Private Limited Company (LTD) is the most common company registration type in Kenya. This business entity is popular due to its simple registration process and lack of minimum or maximum share capital requirements.

A Private Limited Company (LTD) provide a convenient and flexible option for entrepreneurs and investors who want to establish a corporate presence in Kenya.

Learn More : Types of Business Entities in Kenya

Business Registration Service offers a one-step registration process to reserve a business/company name and apply for registration simultaneously.

The first step is to conduct a name search and reserve your preferred company name with the Companies Registry. Propose 3-5 name options in order of priority. Once your preferred name is available, you can reserve it for 30 days.

During this time, complete the registration forms and submit them with required documents to officially register your private limited company.

Learn More : Registering a Private Limited Company  

1. Directors, Shareholders and Beneficial Owners Identification Documents : Provide copies of national identification cards (for Kenyan citizens) and passports (for foreigners) for all directors, shareholders, and beneficial owners of the company.
2. Company Name Search and Reservation : The name search process involves proposing 3 to 5 names in order of the priority of your desired company name with the Companies Registry.
3. One-Step Registration Process: Providing details of the company's directors and shareholders,beneficial owners, registered office, nature of business, constitutive documents, company secretary (if applicable), and date of business commencement in a single form during the registration process.
4. Share Capital :  While there is no legal requirement for a maximum or minimum share capital, the Registrar of Companies and the Collector of Stamp Duty recommend incorporating a company with a minimum share capital of KES 100, 000.
5. Memorandum and Articles of Association : A company may adopt the model articles prescribed by the Companies Act, which outline the company’s structure and governance.  Click here to view the model articles for private companies limited by shares. Alternatively, it may choose to create its own articles and define specific objects within them if desired.
6. Company Secretary:  It is mandatory for all public companies, as well as private companies with a minimum paid-up share capital of KES 5 million, to appoint a company secretary. The appointed company secretary must be qualified and registered with the Kenya Institute of Certified Public Secretaries.
   

The registration and incorporation fee are paid upfront at the beginning of the online registration process. The total incorporation fee is KES 10,650 comprising:

• The fee for incorporation of the company – KES 10,000.
• Results of a company search (CR12) at the Companies Registry confirming directorship and shareholding – KES 600.
• A convenience fee of KES 50.

To pay incorporation fees, you have the option to use mobile money, credit/debit cards, or online banking from local banks.

There are several mandatory deductions that private local companies with employees must register for and have withheld from their employees paychecks. These include:

1. National Social Security Fund (NSSF): The NSSF is a government-managed pension scheme that provides retirement benefits to Kenyan workers. Employees and employers are both required to contribute a percentage of the employee's monthly salary to the NSSF.
2. National Hospital Insurance Fund (NHIF): The NHIF is the national health insurance program in Kenya. Employees must register with the NHIF and have a portion of their salary deducted to pay for their medical coverage.
3. National Industrial Training Authority (NITA): The NITA is responsible for the development and regulation of industrial training in Kenya. Employers are required to contribute monthly KES. 50 per employee, including casual employees to the NITA to support vocational training and skills development.
4. Affordable Housing Remittance: As part of the Kenyan government's affordable housing initiative, employers must deduct a portion of their employees' salaries and remit it to the housing fund. This contribution helps finance the construction of affordable housing units across the country.

A Private Limited Company has several tax obligations to fulfill. Here is a summary of the key tax responsibilities:

• Corporation Tax (Income Tax) : Resident companies are taxed at a rate of 30% on their profits, while non-resident companies are taxed at 37.5%.
• Pay As You Earn (PAYE): Companies must deduct PAYE from employees’ salaries monthly and remit it to the KRA by the 9th of the following month.
• Value Added Tax: Companies making taxable suplies or sales turnover of Ksh. 5, 000, 000 or more within a year must account for Value Added Tax (VAT). VAT registered companies are required to file monthly returns and make payments by the 20th of the following month.

It’s important to maintain accurate records, file returns and comply with all tax deadlines to avoid penalties. For more detailed information, you can refer Business Taxes , visit the official KRA website or consult with a tax professional. 

Kenyan counties issue single and unified business permits. The permit type depends on factors like location, employees, business type, and activities. The unified permit consolidates multiple permits into one.

Applicants can apply and pay for it online. County officials review the application, which may involve inspections, verification, and compliance assessment.

Nairobi City County introduced an online unified business permit to simplify the application process. This consolidated 6 permits are into one;- 

• Single business,
• Fire clearance,
• Advertising signage,
• health certificate,
• Pest control and Food hygiene .

Applicants apply for a unified business permit online at Nairobi eServices Portal, with an option to make payments online once the fee assessment is done by the county officials.

Only after the assessment has been done can an invoice be generated and paid online. The applicant can also go in person to submit the application for the unified permit.

A company must obtain a Certificate of Registration of a Workplace from the Directorate of Occupational Safety & Health Services (DOSHS) for each of the premises used by the company as a workplace.

The purpose of the Occupational Safety and Health Act 2007 is to provide a legal framework to promote, stimulate, and encourage high standards of safety and health in the workplace. As such, employers must:

• Prepare and revise a written safety and health policy statement for the workplace, considering the organization and arrangements for carrying out that policy.
• Notify employees of any revision of the policy statement.
• Establish a safety and health committee in the workplace where there are twenty or more persons employed.
• Not penalize an employee who is a member of a workplace safety and health committee for pursuing safety and health.

The requirement for companies to obtain a company seal is optional as a result of the Companies Act, 2015. However, in practice, companies still need to get seals made and also stamps.

Seal makers request a copy of the certificate of incorporation to create a company seal and stamp suitable for the company documents.

• Company Seal : The company seal is used for formal, legally significant documents like share certificates, deeds, contracts and opening a bank account.
• A company Stamp : A company stamp is a rubber or pre-inked stamp with the company's name, logo, or other identifying details. It's used to imprint the company's information on documents like invoices, letters, or internal paperwork. 

eCitizen Portal

Business Registration Service

Nairobi eServices Portal