Kenya Company Formation and Registration 2025

Legal Framework:

• The primary legislation governing the registration of companies is the Companies Act, 2015 (No. 17 of 2015).  
• The Business Registration Service (BRS), accessible through the eCitizen portal, is the main government agency responsible for company registration.  

Types of Companies Foreign Investors Can Register

• Private Limited Company (Ltd): This is the most common type for foreign investors, offering flexibility in ownership. Foreigners can own 100% shares in most sectors.  
• Branch of a Foreign Company: An existing foreign company can register a branch in Kenya to conduct business. Note that branches may attract a slightly higher corporate tax rate (37.5%) compared to locally incorporated companies (30%).  
• Limited Liability Partnership (LLP): Suitable for professional service firms.

Registration Process:

• eCitizen Account: Foreign investors are required to register for an account on the eCitizen portal (www.e-citizen.go.ke).
• Business Registration Service (BRS): Navigate to the BRS within the eCitizen portal.
• Name Search and Reservation: Propose 3-5 unique company names in order of preference. A name search is conducted to check for availability at a nominal fee (approximately KES 150 per name). The first available name will be reserved.  

Application and Document Submission:

• Complete the online application form and upload the required documents. These typically include:
• Passport copies for all directors, shareholders, and beneficial owners.  
• Passport-size photos of all directors, shareholders, and beneficial owners.  
• Physical addresses, phone numbers, email addresses, and occupations of all directors, shareholders, and beneficial owners.  
• Registered office address in Kenya.
• Memorandum and Articles of Association (can adopt model articles or submit custom ones).
• Form CR1 (application for registration).
• Form CR2 (memorandum of a company with share capital).
• Form CR8 (notice of registered address).
• Statement of nominal capital.
• Register of beneficial owners (BOF1).  
• For foreign companies registering a branch, a notarized Certificate of Incorporation from the country of origin is usually required.  
• Payment of Registration Fees: The cost of registration varies depending on the type of company and its nominal capital, ranging from approximately KES 10,750 to KES 25,000.  
• Issuance of Certificate of Incorporation: Upon successful registration, a Certificate of Incorporation will be issued online. Other registration documents like CR12 (list of directors and shareholders) and the Company PIN will also be generated.  

Post-Registration Requirements:

• Kenya Revenue Authority (KRA) PIN Registration: Apply for a Company PIN through the iTax portal (www.kra.go.ke). Directors also need to obtain individual KRA PINs. Foreign investors may need an Investment Permit to obtain a KRA PIN. The Kenya Investment Authority (KenInvest) can provide a recommendation letter to facilitate this process.  
• National Social Security Fund (NSSF) Registration: Register as an employer with the NSSF (www.nssf.or.ke).
• Social Health Authority (SHA) Registration (formerly NHIF): Register as an employer with the SHA.  
• Business Permit: Obtain a single business permit from the specific county government where the business will operate. Procedures and fees vary per county.  
• Opening a Business Bank Account: This can be done after company registration and obtaining the KRA PIN. Requirements vary between banks but generally include the Certificate of Incorporation, Company PIN, and directors' identification documents.

Special Considerations for Foreign Investors:

• Local Director/Contact Person: Companies with a paid-up share capital of less than KES 5 million may be required to have a local director or a contact person who is a permanent resident in Kenya.
• Minimum Capital for Certain Sectors: While there is generally no specific minimum capital requirement, some sectors (e.g., trade businesses fully owned by foreigners) may require a minimum capital of USD 100,000 (approximately KES 15 million) to qualify for an investor work permit.  
• Work Permits: Foreigners intending to work and manage their company in Kenya will need to apply for a Class G Investor Permit.  
• Investment Certificate: Foreign investors with a minimum investment of USD 100,000 can apply for an Investment Certificate from KenInvest (www.investkenya.go.ke) to facilitate various processes, including obtaining permits.