Starting a business in Kenya begins with choosing the right type of company and ensuring compliance with the Companies Act. Whether you are a local entrepreneur or a foreign investor, understanding the registration process will save you time and reduce costly mistakes. This guide explains the main steps and requirements for company registration in Kenya.

Types of Companies You Can Register in Kenya

When incorporating a company in Kenya, you must decide on the type of entity that fits your goals:

Company Limited by Shares
This is the most common structure for businesses operating to make a profit. It suits commercial enterprises engaged in trade, services, or manufacturing.
Company Limited by Guarantee
Designed for non-profit organizations such as charities, foundations, and associations. The registration process usually involves more scrutiny since the activities must serve the public good.
Branch of a Foreign Company
A foreign company may choose to operate as a branch in Kenya. However, keep in mind that the tax rate for branches (currently 37.5%) is higher than that of local resident companies (30%). Many foreign investors opt for local incorporation to enjoy better tax terms.

Choosing a Company Name

The first formal step is securing a company name. You will be required to submit at least three to five preferred names to the Companies Registry.

Avoid names that are vulgar, misleading, or suggest government affiliation.
The system will reject names that are too similar to existing ones.
Certain industries (e.g., banking or insurance) may require approval from regulators like the Central Bank of Kenya.

Once approved, the name is reserved for a specific period while you complete the incorporation process.

Nominal Capital

Every company must declare its nominal share capital. For most private limited companies, a starting capital of KES 100,000 (1,000 shares of KES 100 each) is adequate.

For specialized sectors such as financial services or telecommunications, statutory minimum capital requirements apply. It’s advisable to consult the relevant regulations before incorporation.

Shareholders and Ownership

A private company in Kenya can be registered with a minimum of one shareholder, who may be local or foreign, individual or corporate.
You are not required to have a Kenyan shareholder unless your business operates in specific regulated sectors (e.g., telecommunications, banking).
Shareholder details, including copies of passports, photos, addresses, and nationalities, must be submitted at the time of registration.
Where a corporate entity holds shares, its incorporation documents and details of ultimate beneficial owners (UBOs) must also be disclosed.

Directors

A company must have at least one director, who can be foreign or local.
In practice, a local director or contact person is often required to facilitate KRA PIN registration since the system links company tax details to a Kenyan resident.
Directors must be at least 18 years old and provide personal identification details during registration.

Articles of Association

Every company must adopt Articles of Association, which outline how the business will operate, how decisions are made, and the rights of shareholders. You may use the model articles under the Companies Act or draft customized ones with the help of a company secretary or lawyer.

Compliance Requirements

During incorporation, you will need to submit:

CR1 Form – details of directors.
CR2 Form – details of shareholders and shares.
CR8 Form – residential addresses of directors.
Statement of Nominal Capital – share capital breakdown.
BOF1 Form – beneficial ownership declaration.

Additional forms may be required if you appoint a company secretary or set up a regulated business.

Certificate of Incorporation and CR12

Once your application is approved, the Companies Registry issues:

Certificate of Incorporation – confirms the legal existence of the company.
CR12 Form – official document showing shareholding, directorship, and registered address.

This process usually takes 1–2 weeks, depending on the Registry’s workload and whether further clarifications are requested.

Post-Registration Steps

KRA PIN Registration – Every company must obtain a tax PIN to comply with VAT, PAYE, and corporate tax obligations.
Bank Account Opening – With your incorporation documents and PIN, you can open a corporate bank account in Kenya.
AGPO Registration – For businesses seeking government tenders, you can apply for the AGPO certificate, which allows access to reserved procurement opportunities.
Licensing and Permits – Depending on your sector, you may need additional licenses such as NCA, business permits, or industry-specific approvals.

Why Work with a Professional?

Company registration in Kenya may sound straightforward, but errors in documentation, shareholder structure, or compliance can cause costly delays. At Inforstat Consultants, we:

Handle name search and reservation.
Prepare and file incorporation documents.
Assist with CR12, AGPO, NCA, and KRA PIN applications.
Offer bookkeeping, tax filing, and research services to support your business growth.