Incorporation in Kenya has been substantially digitised. A private company limited by shares can typically be registered within 5–10 working days through the Business Registration Service (BRS) on the eCitizen platform — provided the paperwork is correct.
Step 1 — Reserve the company name
Apply through eCitizen for name reservation. The name must be distinctive, not identical or confusingly similar to an existing name, and must not include restricted words (Bank, Insurance, Sacco) without sectoral approval. Reservation is valid for 30 days.
Step 2 — Prepare incorporation documents
Form CR1 (application), CR2 (memorandum), CR8 (registered office), and statement of nominal capital. The Companies Act, 2015 has abolished the requirement for separate articles where the model articles in the regulations are adopted; most small companies adopt the model articles unchanged.
Step 3 — Beneficial ownership disclosure
Form BOF1 discloses the beneficial owners of the company — natural persons holding 10% or more, controlling 10% of voting rights, or otherwise exercising significant influence. Disclosure is mandatory and must be kept current under the Companies (Beneficial Ownership Information) Regulations, 2020.
Step 4 — Director and shareholder details
At least one director and one shareholder are required (and may be the same person). All directors must provide KRA PINs, passport-size photographs and national identification. Foreign directors require alien registration where applicable.
Step 5 — Submission and certificate of incorporation
The completed bundle is uploaded to eCitizen with payment of the prescribed fee. The Registrar typically issues the certificate of incorporation within 5–10 working days, along with the CR12 (current directors and shareholders) and Form CR8.
Step 6 — Post-incorporation compliance
Obtain a company KRA PIN immediately. Register for VAT (mandatory above KES 5,000,000 annual turnover), PAYE (if hiring employees) and NSSF/NHIF. Open a corporate bank account. File annual returns (NR1) with the Registrar within 28 days of the anniversary of incorporation, and audited accounts where applicable.
Common pitfalls
Beneficial ownership filings are routinely overlooked and now attract enforcement. Failure to file annual returns triggers strike-off proceedings. Stamp duty on share transfers, often forgotten, must be paid within 30 days of execution.
Citations & further reading
Frequently asked questions
How much does it cost to register a company in Kenya?
Statutory fees for a standard private limited company are approximately KES 10,650 (name reservation, incorporation and stamp duty), excluding professional fees and corporate seal.
Can a foreigner own a company in Kenya?
Yes. There are no general restrictions on foreign shareholding in Kenyan private companies, save in sectors with specific localisation requirements (telecommunications, insurance, mining).
How long does company registration take?
Typically 5–10 working days from name reservation to certificate of incorporation, where all documents are in order at the first submission.
Related practice areas
This article is for general information only and does not constitute legal advice. Readers should obtain specific counsel on their particular matters.