Private Limited Company Registration in Kenya | Register a Company
How to Register a Limited company in Kenya online 2022
Briantony International Consultants have qualified staff who will handle the private limited registration in Kenya as well as incorporation of a Foreign company in Kenya and legal procedure on your behalf from start to finish within the shortest time possible. we obtain company registration certificate Kenya for you fast, We are duly appointed e-citizen agents.
We also will walk you through the process of establishing a company in Kenya after the entire registration process which include the legal compliance. Legal compliance entails obtaining the relevant business permit in Kenya.
Procedure for handling local Private limitedcompany registration in Kenya.
Like in many other functional jurisdictions and economies worldwide the Kenyan business environment is also defined by a set of legal regulations.
Company incorporation in Kenya is set of regulations required by registrar of companies for company incorporation in Kenya or in other words Company formation in Kenya for Public, Private and Foreign Company Registration in Kenya.
1. Business Name Search and e-citizen business registration
With the enactment of the New Companies Act, No. 17 of 2015, the procedures for business registration in Kenya and Private Limited Company registration in Kenya, including Foreign company registration in Kenya have really changed.
As opposed to the previous legal regime, Cap 486, the process of registration of Limited company was merged together with the name search and reservation. This means that when registering a company, you have to input the 3-5 proposed names then fill in all the required details necessary for company registration then pay the registration fees and submit. Once this has been done the registrar will reserve the name that is found suitable, consequently, a Certificate of Name reservation is issued and is downloaded from the E-citizen account of Briantony. The validity of a reserved name is 30 days.
Once a name has been reserved, the registrar scrutinizes the submitted registration details and once they are confirmed to comply with the required standards, the application is escalated to approval at which stage registration follows.
2. What is involved in Memorandum and Articles of Association
The applicant will be also required to engage company secretary to draft the Memorandum and Articles of Association which will set out the objects of the company and the internal constitution of the company.
Briantony International Consultants will prepare Memorandum and Articles of Association documentation for you, However, the applicant can opt for Model Memorandum and Articles of Association available on the Business Registration portal (BRS).
It is also possible to adopt the model Memorandum and Articles of association as well as to supplement them by uploading personal and specific memorandum and articles of association as may be necessary to suit the specific company under registration.
3. Stamp duty Payment
Once the Memorandum & Articles of Association are prepared, we will lodge the documents with the Kenya registrar of companies.
There is no payment of stamp duty under the new Companies ACT 2015. This has made registration quicker as stamp duty payment was a tedious process that took a lot of time.
Form CR 1- Registration form CR1 is signed under the guidance of our firm registering your organization.
Application to register including the proposed name or as reserved ,the registered office, liability of members (whether limited by shares or by guarantee),the type of the company or if private or public and the name, consent of the initial director and secretary of the company.
The form combines the application for company registration, KRA PIN, NHIF, and also NSSF registration.
Form CR1-This document contains the names of the first directors/secretaries and the authorized signatories of the company.
Form CR 2-This is the Model of Memorandum for Company with share capital. It indicates the names of the subscribers of the shares and the shares they have taken up.
Form CR 8-Notice of residential address of Director or change of Address of Director
Statement of Nominal Share capital form. This form indicates the nominal share capital, the class of shares and the value of each share.
Form BOF1. This is the register of Beneficial owners. It indicates the date when a person became beneficial owners, the basic details and addresses of those persons, the percentage of shares they hold in the company and the source of the information so recorded.
How long it takes to register a company in Kenya?
Since the digitization of registration through the e-citizen platform, the time to register has drastically been reduced. Today registration takes three days upon submission of the required details and upon making payment.
Upon approval and registration there is issued a Certificate of registration and a CR12 which are posted on the directors’ and secretary’s E-Citizen portal for downloading. We are the best ecitizen agents
Obtaining KRA PIN for newly registered company
The KRA PIN of a newly registered company is issued immediately upon registration. The company secretary will follow up to obtain it at the KRA headquarters.
How to register Summary
Name Search. The proposes company name has to be searched and reserved by the registrar of companies.
Execution of forms CR1, CR2, CR8, statement of Nominal capital and form BOF1
Application for registration.
Registration and issuance of certificate of Incorporation.
The Company formation process in another name to Private and Public Limited Liability Companies.
At Briantony International Consultancy, offer formation of foreign businesses and Sole Proprietorship.
1. Proposed names for business name search and reservation
2. Address of the proposed L.L.C including LR Number
3. What the company will be doing and main objectives of the Company.
4, If any of the directors are foreigners then a Kenyan director and shareholder is needed. We can also act as their Kenyan nominee director at a fee.
5. Copies of Identification cards of all the Directors or passports in case of foreign directors
6. PIN, Certificate copies of all the Directors
7. Passport size photographs of all local Directors. This is not applicable to foreign directors
8. Percentage of the shareholding for each director
Online Registration in Kenya
Form CR 8-Notice of residential address of Director or change of Address of Director
Form CR 7-Notice of change of directors particulars, increase of Nominal Capital, List of directors CR 12,CR12 document Kenya, Search registered companies in Kenya, Huduma Center services in Kenya and Registrar of companies Kenya portal
The new Companies Act under a Section 28 stipulates that unless the articles of a company specifically, restrict the objects of the company and its objects are unrestricted.
Therefore, under this Act a company has the power to pursue any object unless is expressly disallowed under its Memorandum of Association.
This clause greatly expands the scope of business that may be conducted by companies in Kenya.
Furthermore, the provision will alleviate the rigorousness involved in drafting the Memorandum and the detailed nature of the objects clause.
Notably, section 33 of the Act further stipulates that the validity of an act or omission of a company may not be questioned on the ground of lack of capacity as to a provision in the constitution of the company.
In accordance with that provision, the conduct by a company of an object barred under the Memorandum of Association would be lawful.
This contrasts with the position under the repealed Companies Act which allowed a private company to be limited by guarantee to have a share capital. However it is worth noting that, under the new Companies Act, a company registered before commencement of the Act as a company limited by guarantee but having a share capital is not prohibited.
Conversion of Shares to Stock and vice versa
Under the old repealed Companies Act, a company could by ordinary resolution convert any of its paid-up shares into stock and reconvert . any stock into paid-up shares of any denomination.
However, the Companies Act, bars the conversion of the shares of a company into stock.
Issuance of Share Warrants Prohibition
Registration procedure for the repealed Companies Act
In accordance with the repealed Companies Act, companies limited by shares either public or private could issue share warrants.
Share warrants are instruments and documents that give a right, option and privilege to the holder to acquire shares within a specified period time and at a specified price.
The share warrants entitles the bearer to the shares specified, Share warrants are transferable by delivery and are thus negotiable instruments.
In view of the foregoing, section 504 (1) of the Companies Act 2015,prohibits the issuance of share warrants.
A share warrant issued in contravention with the Act shall be void or those of its holding company.
The Companies Act 2015 adopts a different approach, Under section 424 (1) ,Thereof, a limited company is generally prohibited from acquiring its own shares, whether by purchase and subscription or otherwise.
However, under sub-section 2 a limited company having a share capital is allowed to purchase its own shares in accordance with the provisions of the Act.
Further, section 449 allows a private limited company to purchase its own shares out of its capital.
Shares that have been purchased or acquired by the company out of distributed, profits and thus are part of its assets are known as treasury shares.
Electronic lodging of documents
Registration Requirements Under Procedure Act 2015
The Companies Act 2015 has empowered the Registrar of companies to formulate regulations that allow documents as well as documents of a specified class to be filed with the Registrar for registration purposes by electronic mode.
These regulations once enacted will finally approve the adoption of an electronic Company registry where business payments can be efficiently conducted electronically.
Exemption from Audit Requirements
The Companies Act 2015, Section 711 (1),exempts small companies from the audit requirements which stipulates that a small company is the one whose turnover is not more than 50 million Kenya shillings, the value of its assets is not more than 20 million Kenya shillings and also has less than 50 employees.
Age requirement for directors
The repealed Companies Act, had the minimum age for qualification for appointment as a director as 21 years of age, the Companies Act 2015 has reduced the minimum age qualification for directors to 18 years, company objectives.
The nature of Business and activities the company will also undertake, names of the shareholders in Full and Names of the Directors in full if different from the shareholders.
If any of the directors are foreigners then a Kenyan director and shareholder is needed, Briantony can act as their Kenyan nominee director at a nominal fee since the new Companies provides for a minimum of 2 directors for a public limited company, Postal and Email address and Telephone Numbers of the shareholders and Directors.
Number of shares to be held by each shareholder, Proposed Company’s physical address and the Directors. and Physical Address should includes, road, plot number, town., county.
Copy of ID / Passport of the Shareholders / Directors. Passport photos of the Shareholders / Directors. Copy of iTax PIN certificate of the Shareholders / Directors.
The documents to be filed for registration such as CR 1,CR 2,CR8,CR 10,CR 12 and Statement of Nominal Capital
Under Section 516 a public limited company cannot be issued with a trading certificate, unless it meets the minimum kshs 6,750,000 nominal value of a public listed.
Winding up or Liquidation of companies
The law on winding up and liquidation of all types of companies in Kenya is Governed under the new Companies ACT and also Insolvency Law Act 2015 as below:
proceedings have been instituted against the company in the country where it is also incorporated
or in any other country where it has established business.
Registration procedure for public limited company in Kenya
Below are the requirements for a Local Public Limited Company as per the New Companies Act 2015 ,the new Act, a Public Limited Company is defined under Section 10 to mean;
A company whose articles permit its members to the right to transfer their shares in the company articles does not prohibit invitations for the public to subscribe for shares or debentures of the company and company whose incorporation or formation states that is a public company.
The process of registering a public limited company shall be completed upon meeting of the following requirements.
Company name proposed for name search approval.
Click on maintaining a company then to cessation of Business name to convert under form BN 6 to deregister the business name.
After successful application the registrar will also issue a certificate of cessation to convert whereby you will be allowed to proceed to register the company as a limited company.
Fill out the forms CR 1, CR2, CR8 and statement of nominal capital which have been provided on the Limited Liability company section
Conversion of unlimited company to private limited company registration requirements
Conversion of unlimited company to private limited company requirements is as follows:
A special resolution must be passed ratifying that the company may be also converted to a company Limited by Shares or Limited by Guarantee;
Confirmation that the company has not previously been registered as a Private Limited Company that the Company has changed its Name and also its Articles of Association to reflect its new status as a Private Company, Limited by Shares or by Guarantee
Confirmation of Registration.
Confirming that the company has been linked to the system; through an application for Registration of the Conversion has also been lodge and the documents CR17,CR15,CR18 and also CR19 have been lodged:
A statement confirming the Company’s new Name once the Conversion has been officially Registered and the Application for Registration of Conversion must be accompanied by a copy of the Resolution Converting the Company into a Private Limited Company
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