Registration of a Foreign Company in Kenya

Everything You Need to Know About Foreign Company Registration in Kenya

foreign company
The Step-by-Step Process of Setting Up a Foreign Company in Kenya

The Companies Act of 2015 defines a foreign company as a company registered outside Kenya. This entails a business that is registered outside of Kenyan territory, complies with domestic legal requirements, and receives a Certificate of Compliance within the Kenyan jurisdiction.

Foreign company registration presents an opportunity in the country’s thriving economy. Kenya’s diverse economic landscape attracts global enterprises seeking abundant opportunities.

Navigating Kenya’s legal intricacies to register a foreign company can be daunting without proper guidance. However, our guide is your essential tool, facilitating a smooth business establishment in this East African powerhouse.

Furthermore, Briantony International Consultants excels in company structures and regulatory compliance. We ensure your business seamlessly integrates into Kenya’s vibrant commercial scene. Additionally, our comprehensive guide assists in registering a foreign company in Kenya, fostering growth and providing reliable support.

Registering a foreign company in Kenya: The step-by-step process

Are you looking to establish your company’s presence in East Africa’s dynamic market?

Great news! It’s entirely possible for foreigners to register a company in Kenya. Whether you aim to open a branch office or establish a subsidiary company, the process is relatively straightforward.

Requirements for registration of a foreign company in Kenya

The documents for foreign company legal requirements include:

    1. Certified copy of the company’s Charter, Statutes, Memorandum, Articles of Association, or relevant documents defining its constitution.
    2. Certified copy of the foreign company’s current certificate of incorporation or registration in its place of origin, or an equivalent document.
    3. List of company directors and shareholders, including their personal details.
    4. Memorandum outlining directors’ powers, especially those residing in Kenya and serving on the local board.
    5. Statement of all existing charges affecting company properties.
    6. Names and postal addresses of persons in Kenya authorized to accept notices on behalf of the company.
    7. Full address of the company’s registered or principal office in its home country.
    8. Full address of the company’s place of business in Kenya.
    9. Details for registering any registrable charges on property owned by the foreign company if it’s incorporated in Kenya.
    10. Policy safeguarding the privacy of a natural person’s residential address unless required.
    11. Mechanism for appointing a liquidator of a foreign company’s property in Kenya.
    12. Recognition that a foreign company may have a local board of directors with specific powers, in addition to foreign directors.
    13. Assistance in opening a bank account for the company.

Requirements for the appointment of a local representative 

The New Companies Act of 2015 has been enacted to regulate foreign companies operating in Kenya. According to this Act, a foreign company cannot conduct business in Kenya unless it is registered in the country or has submitted an application for registration, even if the application is still pending approval within the specified period.

Registration and compliance requirements for foreign companies operating in Kenya

Operating in Kenya involves activities like offering debentures or acting as a guarantor for debentures in the country. Consequently, to engage in these activities, a foreign company must be registered in Kenya.

Moreover, to register a branch in Kenya under the 2015 Act, you need to submit an application to the Registrar of Companies. Additionally, we also assist companies in opening bank accounts.

Registering a foreign company in Kenya requires following regulations, appointing a local representative, paying fees, and providing necessary documents. You can also choose your business name.

Briantony International Consultants offers a nominee shareholder agreement, allowing them to hold shares in trust at a reasonable fee. Additionally, appointing a local representative in Kenya is mandatory to ensure compliance with the law.

If a company violates the Act and incurs penalties, the local representative may be held personally liable by the court.

We provide assistance in starting a business and advise on applicable tax rates.

Complete the local statutory forms

Complete local statutory forms for foreign companies that are incorporated outside Kenya include the following.

  • First is form 236 which is the list of documents that a corporation founded outside of Kenya filed for registration.
  • Another is form 237 that has a list and specifics of the secretary and directors of a foreign organization that hasn’t been founded in Kenya.
  • Thirdly is form 238 with the list of names and addresses of Kenyan citizens who are permitted to accept services in representation of a foreign company.
  • Lastly is form 250 that is a notification of a firm founded outside of Kenya’s officially recognized location.

Ensure to provide directors, secretary, names, addresses, and notice of registered office or change notification.

All these forms are requisite requirements for company registration in derived from Kenya for foreigners 2016 as business entities and limited liability companies.

Certificate of compliance for a foreign branch

Briantony International Consultants provides a “Certificate of Compliance” to foreign companies upon successful submission of required registration documents. Additionally, we offer PIN and VAT Registration services in Kenya. With our assistance, the entire foreign company registration process in Kenya can be completed in just 3 days.

We strive to simplify the company registration process for foreigners, making it straightforward for business entities. You can access the list of foreign companies registered with the Registrar of Companies in Kenya as limited liability companies. We’re here to assist in starting your business journey.

Regulations and compliance while registering a foreign company in Kenya

This process, also referred to as formation of a foreign company in Kenya, incorporation of a foreign company in Kenya, or registration of multinational companies in Kenya, is cost-effective when using our services.

We can also provide a list of international companies in Kenya from the Registrar of Companies. The list of international and multinational companies in Kenya is extensive, all registered as limited liability companies. Additionally, we assist companies in opening bank accounts and provide support in starting a business.

Implications of the new companies ACT 2015 and insolvency ACT 2015

The New Act imposes more detailed disclosure and compliance requirements on companies formed outside Kenya that seek registration in Kenya as business entities.

Requirements for Foreign Company Registration Under the New 2015 Act

The 2015 Act states that foreign companies operating in Kenya must register or have a pending registration application. This includes activities like offering debentures or acting as a guarantor. Applications must follow regulations and include company name, appointment of a local representative, fees, and required documents.

In addition, assistance is also provided for tasks such as opening bank accounts and starting business operations.

Local representatives for foreign companies in Kenya

A foreign company originating from Kenya can register under the country’s name or another name for business purposes. Subsequently, to comply with new law requirements, the company must appoint a local representative in Kenya.

The local representative could be held personally liable if the court determines that the company is a limited liability company and violates the Act. Additionally, we assist companies in opening bank accounts.

Documents required to accompany the registration application

Application for registration of a foreign company has to be accompanied by the documents below:

  1.  A certified copy of the foreign company’s current certificate of formation or incorporation or registration in the company’s place of origin, or a document of similar effect;
  2.  A certified copy of the company’s constitution (memorandum and articles of association);
  3.  A list of the names of the company’s directors and shareholders, and their personal details;
  4. A memorandum indicating the powers of Kenyan-based directors on a local board of directors.
  5. The document outlines the documents required for registering a foreign company’s existing charge on property in Kenya with the Registrar of Companies.
  6.  Notice of the address of the company’s registered office in its Country of origin, if any; otherwise, the address of its principal place of business in its place of origin; and
  7.  Notice of the address of the company’s registered office derived from Kenya.

Changes affecting obligations of foreign companies in Kenya

In addition to the company registration requirements, the 2015 Act introduces several changes affecting foreign companies:

  1. Protection against disclosing a natural person’s residential address to the company when required.
  2. Establishment of a process for appointing a foreign company’s liquidator to manage its property in Kenya.
  3. Recognition that a foreign company may have a local board of directors with specific powers in addition to its foreign directors.

Regarding the registration timeline, it typically takes three (3) days after submitting the statutory documents. Additionally, a tax rate is applicable to foreign companies operating in Kenya.

Consequences of Foreign Company Registration in Kenya

The new registration requirements in Kenya will make it more challenging and expensive for foreign companies to conduct business there. Additionally, a foreign company operating in Kenya without registration commits an offense. Upon conviction, each of its officers is liable to pay a fine of five million shillings.

Tax rate is also applicable.

Foreign company tax implications in Kenya

Foreign companies are subject to Kenya’s corporate income tax (CIT) on trading profits attributed to a permanent establishment (PE) in the country.

The rate of CIT for resident companies, as well as subsidiary companies of foreign parent companies, is 30%.

Foreign companies and Permanent Establishments’ (PEs) branches in Kenya are subject to a Corporate Income Tax (CIT) rate of 37.5%, which applies to both business entities and limited liability companies. Additionally, we offer assistance in opening bank accounts and starting a business.

Foreign company winding up under insolvency act, 2015

foreign company registration

 

Members’ Voluntary Liquidation under the insolvency act, 2015.

The Insolvency Bill, approved by the president on September 11, 2015, came into effect in January 2016, affecting various parts and schedules.

The legal notice now covers Part VI, which is the relevant section on the liquidation of companies.

Overview of winding up procedures under the insolvency act, 2015

The Insolvency Act of Kenya aims to redeem insolvent companies through administration, with a particular focus on voluntary winding up through member liquidation.

Furthermore, the Act assists insolvent entities, encompassing both natural persons and unincorporated bodies, in continuing their operations as going concerns. It’s important to note the Act’s significant impact on the rights of secured creditors.

Insolvency of incorporated and unincorporated bodies

Liquidation of a company by order of the court

Creditors have the right to request the liquidation of a company that can’t repay debts. Subsequently, a liquidator is appointed, who then sells assets and distributes the proceeds to creditors.

Expenses of liquidation take precedence over other claims. Following this, creditors can then assert debts, including interest, while the remaining assets are utilized to settle unsecured debts.

Tax rate is also applicable.

Administration of an insolvent company

Section 522 of the Insolvency Act allows an insolvent company to maintain its status as a going concern. This provision enhances its credit status by realizing its property and distributing it to preferential creditors.

Appointing an administrator

The court, a floating charge holder, the company, or its directors can appoint an administrator. This requires a qualifying charge on the company’s property.

The court can issue an administration order to a company, even if it can repay its debts.

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Summary
obligations of foreign company in Kenya. Can a foreigner register a company in Kenya?
Service Type
obligations of foreign company in Kenya. Can a foreigner register a company in Kenya?
Provider Name
BrianTony International Consultants ,
Britam Towers, Hospital Road,Upper Hill,Nairobi, Kenya-00100,
Telephone No.+254114503453
Area
Kenya
Description
A foreign company registered outside Kenya desirous of doing business in locally may either register a branch or a subsidiary in Kenya. A subsidiary is considered a local company with compliance requirements similar to those of local companies owned by locals. While a branch office is distinctive and is contemplated a foreign company under Part XXXVII of the Companies Act, 2015 (Companies Act)
Britam Towers, 24th floor, Hospital Road, Upperhill, P.O BOX 12295-00100, Nairobi, Kenya

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Summary
obligations of foreign company in Kenya. Can a foreigner register a company in Kenya?
Service Type
obligations of foreign company in Kenya. Can a foreigner register a company in Kenya?
Provider Name
BrianTony International Consultants ,
Britam Towers, Hospital Road,Upper Hill,Nairobi, Kenya-00100,
Telephone No.+254114503453
Area
Kenya
Description
A foreign company registered outside Kenya desirous of doing business in locally may either register a branch or a subsidiary in Kenya. A subsidiary is considered a local company with compliance requirements similar to those of local companies owned by locals. While a branch office is distinctive and is contemplated a foreign company under Part XXXVII of the Companies Act, 2015 (Companies Act)