Registering a company in Kenya requires filing specific forms through the Business Registration Service (BRS) on the eCitizen portal under the Companies Act 2015 (No. 17 of 2015). The process covers name reservation, submission of constitutional documents, payment of prescribed fees, and issuance of a Certificate of Incorporation — typically completed within three to five business days online.
The Legal Framework: Companies Act 2015
Kenya's company registration regime is governed by the Companies Act 2015 (No. 17 of 2015), which replaced the old Companies Act (Cap. 486) and brought Kenyan company law in line with modern Commonwealth standards. The Act establishes two main types of private companies: a company limited by shares and a company limited by guarantee. Most small and medium enterprises incorporate as private companies limited by shares.
Subsidiary legislation — particularly the Companies (General) Regulations 2015 — prescribes the forms, fees, and procedural requirements. These regulations are made under section 969 of the Act and are updated periodically by the Cabinet Secretary for Finance.
Step 1: Name Reservation
Before filing incorporation documents, you must reserve a company name through BRS on the eCitizen portal (ecitizen.go.ke). A name search confirms the proposed name is not already registered, deceptively similar to an existing name, or prohibited under section 56 of the Companies Act 2015. Name reservation is valid for 30 days and costs KES 150.
Practical tips:
- Avoid names that imply government affiliation or royal patronage without approval.
- A name ending in "Limited" or "Ltd" is mandatory for private companies limited by shares (section 53).
- If your name includes regulated words (e.g. "Bank", "Insurance", "Cooperative"), you need prior approval from the relevant regulator.
Step 2: Prepare the Constitutional Documents
Every company must file two core constitutional documents:
Memorandum of Association — sets out the company's name, registered office address, objects (for companies that choose to have stated objects), and the liability of members. Under the Companies Act 2015, a private company may have a simplified single-clause memorandum.
Articles of Association — govern internal management: shareholder rights, director appointments, board meetings, dividend policy, and share transfer procedures. The Companies (Model Articles) Regulations 2015 provide ready-made model articles for private companies limited by shares, private companies limited by guarantee, and public companies. Adopting the model articles without modification speeds up registration and avoids BRS queries on unusual clauses.
You can download a free company registration form template and fill it in online before uploading to BRS.
Step 3: The CR Forms
The Companies (General) Regulations 2015 prescribe a series of CR forms:
- CR1 — Application for Registration of a Company: the main incorporation form capturing company name, registered office, type of company, share capital details, and particulars of the first directors and secretary.
- CR2 — Statement of Nominal Capital: declares the authorised share capital, number of shares, and par value. Kenya does not impose a minimum share capital for private companies, but the declared capital determines the registration levy.
- CR8 — Notice of Situation of Registered Office: filed at incorporation and whenever the registered office changes (section 134 of the Act requires notice within 14 days of any change).
Additional forms may be required: for example, CR6 (consent to act as director) is needed for each director appointed at incorporation, and a Statement of Compliance signed by an advocate or company secretary confirms the Act's requirements have been met.
Step 4: Filing on eCitizen / BRS
All filings are made electronically through BRS, accessible via the eCitizen portal. The process:
- Log in to eCitizen and navigate to the Business Registration Service.
- Select "Incorporate a Company" and complete the online CR1 form.
- Upload scanned copies of the Memorandum and Articles (or adopt model articles).
- Upload CR2, CR6 (for each director), and the Statement of Compliance.
- Pay the prescribed fees via M-Pesa, debit card, or bank transfer.
Registration fees are based on the nominal share capital declared in CR2. As of the current schedule under the Companies (General) Regulations 2015, companies with share capital up to KES 100,000 pay a nominal levy, while higher capital bands attract proportionally larger fees. The BRS publishes the current fee schedule on its portal.
Step 5: Certificate of Incorporation and Post-Registration Steps
On successful review, BRS issues a Certificate of Incorporation under section 18 of the Companies Act 2015. The certificate is the company's birth certificate — it proves legal existence from the date stated on it.
After incorporation, attend to these immediate steps:
- Tax registration: register for a Personal Identification Number (PIN) and Value Added Tax (VAT) at the Kenya Revenue Authority (KRA) via iTax.
- Business Permit: obtain a Single Business Permit from the relevant county government.
- Bank account: most Kenyan banks require the Certificate of Incorporation, CR12 (current list of directors), Memorandum and Articles, and a copy of the company's KRA PIN.
- Licences: sector-specific licences from regulators such as the Capital Markets Authority, Communications Authority, or Central Bank of Kenya, depending on your business activity.
Share Capital Considerations
While Kenya abolished the concept of "authorised share capital" as a rigid ceiling for new companies, the CR2 nominal capital declaration still drives registration fees. Directors should take advice on the appropriate issued share capital at incorporation — typically KES 100,000 divided into 100,000 ordinary shares of KES 1 each for a standard SME — to keep initial fees reasonable while leaving room for future share issues under section 392 of the Companies Act 2015.
Frequently Asked Questions
How long does company registration take in Kenya?
Online registration through BRS/eCitizen typically takes three to five business days once all documents are correctly uploaded and fees paid. Complex filings or queries from BRS can extend the timeline. The old walk-in process at Sheria House was much slower; the digital system introduced under the Companies Act 2015 reforms significantly cut turnaround times.
Do I need a local director to register a company in Kenya?
The Companies Act 2015 does not require a Kenyan citizen or resident director for a private company limited by shares. However, having at least one director resident in Kenya simplifies bank account opening and dealings with KRA. There must be at least one director (section 140) and, for companies with more than one director, at least one must ordinarily reside in Kenya.
What are the model articles under the Companies (General) Regulations 2015?
The model articles are default constitutional rules published in the schedule to the Companies (Model Articles) Regulations 2015. They cover matters such as share issuance, board meetings, written resolutions, and dividend declarations. A company can adopt them in full, modify them, or draft entirely bespoke articles — though adopting the model articles is the fastest route through BRS review.
Can a single person register a company in Kenya?
Yes. The Companies Act 2015 allows a single member to form a private company (a "one-person company") under Part II. The sole member is also the sole director, and the company's constitution must reflect this structure. The CR1 form accommodates single-member companies, and the model articles for private companies apply equally to them.
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