Private Limited Company Registration in Kenya | Register a Company

Register a Private Limited Company in Kenya: Fast & Easy 2024 Guide

Private limited company registration in Kenya is a crucial first step for entrepreneurs looking to establish a business in Kenya. This guide provides comprehensive information on what a private limited company is, why you might choose this business structure, and the step-by-step process of registering one in Kenya in 2024.

What is a private limited company?

A private limited company in Kenya is a separate legal entity from its owners. Some of its key features include;

• Limited liability for shareholders
• Restricted transfer of shares
• A minimum of one director and one shareholder
• Can have between 1-50 shareholders
• Must end its name with ‘Limited’ or ‘Ltd’

Private limited company registration in Kenya

The procedure for handling local private limited company registration in Kenya is straightforward and defined by a set of legal regulations.

Company incorporation in Kenya involves a set of regulations required by the Registrar of Companies. Specifically, these regulations apply to public, private, and foreign company registration in Kenya.

Steps for Private Limited Company Registration in Kenya

With the enactment of the New Companies Act (2015), the procedures for business registration in Kenya and private limited company registration  in Kenya, including foreign company registration, have significantly changed. Here are the steps;

1. Name Search and Reservation:

• Propose 3-5 unique company names
• Submit for approval via the e-citizen platform
• Receive a name reservation certificate valid for 30 days (download from E-citizen

Once you reserve a name, the registrar scrutinizes the submitted registration details. If the details meet the required standards, the registrar escalates the application to the approval stage. Following this, the registration process begins.

2. Prepare Registration Documents:

• Draft Memorandum and Articles of Association. Engage a company secretary to assist on the draft.The memorandum documents set out the company’s objectives and internal constitution, which are crucial for registering a private limited company in Kenya.
• . Use the model documents available on the Business Registration portal if needed.
• Fill required forms (CR1, CR2, CR8, CR10.)

3. Submit Registration Application:

• Upload all documents to the e-citizen platform
• Pay registration fees

4. Receive Certificate of Incorporation:

• Usually issued within 3 business days
• Download from your e-citizen account

5. Post-Registration Steps:

• Obtain a company seal
• Register for taxes (VAT, PAYE if applicable)
• Apply for necessary business permits

Online  Forms Filled during Private Company Registration in Kenya

We will forward the documents to the Registrar of companies in Kenya together with these private limited company registration forms.

Form CR 1- Registration form CR 1 is signed under the guidance of our firm.
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 CR 1-This document contains the names of the first directors/secretaries and the authorised 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
    • Form CR 10-This entails notice of appointment of Secretary. It provides the basic details of the secretary. This only applies to Companies with more than 5 million Kenya shilling in Nominal share capital.
    • Statement of Nominal Share capital form. This form indicates the nominal share capital, the class of shares and the value of each share.
    • Form BOF 1. 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 does it take to register a private limited company in Kenya?

Since the digitization of private limited company 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, a Certificate of registration and a CR 12  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 a successful private limited compay registration. The company secretary will follow up to obtain it at the KRA headquarters.

Requirements for private limited company registration in Kenya

Companies ACT 2015 and its implications 

Companies Act under a Section 28

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 can pursue any object unless its Memorandum of Association expressly disallows it.

This clause significantly expands the scope of business that companies in Kenya can conduct.

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.

Company limited by guarantee

ding to section 9 (1) (b) of the Companies Act 2015,a company limited by guarantee cannot be a private company. Further, under section 7 (1) (a) of the Act, such a company cannot have a share capital.

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. Specifically, under Section 424(1), the Act generally prohibits a limited company from acquiring its own shares, whether through purchase, subscription, or other means.

However, under subsection 2, the Act allows a limited company with share capital to purchase its own shares in accordance with its provisions.

Further, section 449 allows a private limited company to purchase its own shares out of its capital.

Shares that the company has purchased or acquired from distributed profits and that are now part of its assets are known as treasury shares.

Electronic lodging of documents

Registration Requirements Under Procedure Act 2015

The Companies Act 2015 empowers the Registrar of Companies to formulate regulations. Consequently, these regulations allow documents, as well as documents of a specified class, to be filed electronically with the Registrar for registration purposes.

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 in a private limited company 

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, you will need a Kenyan director and shareholder. Briantony can act as their Kenyan nominee director for a nominal fee. Additionally, the new Companies Act requires a minimum of two directors for a public limited company. You must also provide the postal and email addresses, as well as the telephone numbers of the shareholders and directors.

You must specify the number of shares each shareholder will hold. Additionally, provide the proposed company’s physical address and the names of the directors. The physical address should include the road, plot number, town, and county.
Copy of ID / Passport of the Shareholders / Directors. Passport photos of the Shareholders / Directors. Copy of iTax PIN certificate of the Shareholders / Directors.

You must file documents for registration, including CR 1, CR 2, CR 8, CR 10, CR 12, and the Statement of Nominal Capital. Under Section 516, a public limited company cannot receive a trading certificate unless it meets the minimum nominal value of KSh 6,750,000.

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. In addition, it is  also governed by Insolvency Law Act 2015 as below:

It is winding up following an order of the High Court to that effect of company registration procedure section 218  gives the High Court jurisdiction to wind up any company registered in Kenya Please note that such winding up may only take place under these conditions set by section 219 of the new Act.

 Registration procedure for public limited company in Kenya

Here are the requirements for a Local Public Limited Company according to the New Companies Act 2015. According to the new Act, Section 10 defines a Public Limited Company as follows:

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.

You will complete the process of registering a public limited company once you meet 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.
• Attach a copy of your current Business name registration and a signed copy of the BN 6 form
• After a successful application, the registrar will issue a certificate of cessation, allowing you to register the company as a limited company.
•  Fill out the forms CR 1, CR 2, CR 8 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:
You must pass a special resolution to ratify the company’s conversion 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

Transfer of shares and also change of directors is also normally lodged at the business registration section under the office of the Attorney General by a certified public secretary of Kenya Requirements are as follows:

General Requirements

• Memorandum and  also Articles of Association of the companies which have not adopted the model provided for by the companies act 2015.
• A company must file interim returns for current incomplete years to Obtain minutes for the meeting in which the resignation of directors and appointment of new director(s).
• File CR 19 -notice of special/ordinary resolution required by companies act to be lodged with registrar.
• File CR 18 , CR 15 and also CR 17Copy of Certificate of Incorporation
• Filling of all its annual returns for the previous years with the registrar of companies.

Requirements for New Director(s)

• Obtain consent from the person(s) being appointed as director(s).
• Obtain residential address of the new director and file CR 8 -Notice for residential address or change of address of director(s) of company)
• Obtain copies of PIN, National ID or also Passport and passport size photo for the new director
• File CR 6 -Notice for appointment of new director(s) and their particulars.

Requirements for resigning Director

• Obtain written resignation letter from the outgoing director (s)
• File CR 9 or Notice of cessation of office of directors
• Obtain an affidavit indicating that you are also  willingly resigning as director(s) and transferring your interest/shares to another director(s).

Transfer of Shareholding

The parties involved i.e. the resigning director and also  the new director should sign a transfer form or Form of transfer

The company secretary will then assess the stamp duty and also have the transfer lodged or registered at the Registrar of Companies.

Confirmation of the Transfer

Once the changes are successfully effected, The company Secretary requests for the new list of director(s)and their shareholding by obtaining the CR 12 from the company’s registry.

Why should you choose Briantony for company registration

Briantony International Consultants provide efficient, professional, and cost-effective services for private limited company registration in Kenya. We handle the entire process from start to finish, ensuring legal compliance and quick turnaround times.