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GUIDE TO REGISTRATION OF a COMPANY IN KENYA

  1. Detailed process of registration

A foreign company may establish operations in Kenya by either establishment of a branch or registering a subsidiary company.

  1.          Establish a branch office of the parent company;

The establishment of a branch office in Kenya is simply the formal recognition of a foreign company’s presence in Kenya. This is because the purpose of the registration is to establish a local office of the foreign company as opposed to incorporating an entirely new company that is separate and distinct from the foreign company.

Registration of a branch office is a very fairly forward process. The Companies Act requires certain documents and statutory forms to be filed with the Registrar of Companies (“the Registrar”) before a foreign company may be registered in Kenya.

Information and Documents Required for Registration

In order to complete the registration process, the following information and documentation is submitted via prescribed forms to the Companies Registry:

  1. a true copy of the Company’s certificate of incorporation or other similar document evidencing the incorporation as a company (if the document is not written in the English language, we shall also require a certified translation thereof);
  2. a true and up-to-date copy of the Company’s constitution documents (if the documents are not written in the English language, we shall also require a certified translation thereof);
  3. details of the Company’s directors and company secretary;  
  4. details of any subsisting legal charges (securities) issued by the Company except where the charge relates to property solely held outside Kenya if any;
  5. the names and postal address of a service process agent.
  6. address of the Company’s registered or principal office in the country of incorporation; and
  7. the Company’s place of business in Kenya.

Upon registration, the Company shall be formally recognized as a foreign company that has legally established a place of business in Kenya and be issued a Certificate of Compliance.

  • Establish a subsidiary company. 

The establishment of a subsidiary company involves the setting up of an entirely new company that is separate and distinct from the foreign company. The subsidiary may be owned wholly by the foreign company.

Information and Documents Required for Registration

  1. Name of the Company. 
  2. Memorandum and Articles of Association of the company.
  3. Details with respect to Company’s directors and company secretary;
  4. Details of beneficial ownership;
  5. Details of the full address of the Company’s registered or principal office in Kenya.

Following the submission of the information through prescribed forms and upon payment of the requisite government filing fees, the Registrar shall peruse the documents to ascertain that they meet the requirements of the Companies Act and after being satisfied as to their conformity, shall issue a Certificate of Incorporation to the Company. 

  • Government-related costs for registration

Foreign Branch – Approx. US$ 100

Subsidiary – Approx. US$ 150

3. Other useful related information

With respect to taxes, foreign branches are charged a corporate tax of 37.5% while an incorporated subsidiary will be liable to pay 30% corporate tax.

Companies registered locally are also required to register with social security and health funds, through which employer and employee contributions are made.

Our services

Upon engagement, we can provide full advices on the foregoing as well as labor-related issues. Kenya has comprehensive labour laws that provide for minimum terms and conditions of employment.

We also advise on and assist with the procurement of such consents, approvals, and licenses as may be required under Kenyan law to legally carry out its business in Kenya.

This publication does not represent legal advice by its author. For legal advice contact our partner: Samson Mac’Oduol at samson@ahmednasir.law