Registering a Company in Kenya

Kenyan budget If you’re planning to start a company in Kenya, here is a bit of information to help you do it faster.

Registering yourself

1. Have an idea 2. Reserve a company name and get it approved Registrar of Companies at Sheria House or at Huduma Centre 3. Register

a.) Which kind of registration?

  • Registered Companies (Private and Public)
  • Branch offices of companies registered outside Kenya
  • Partnerships
  • Sole Proprietorships; and
  • Societies

c.) Have a Memorandum of Understanding and articles of Association, what is your business about? Who owns how many shares.

d.) Stamp the Memorandum of Association and Articles of Association and the Statement of Nominal Capital at the Lands Office together with payment of stamp duty on Nominal Capital.

Stamp Duty: The amount of money that you pay depends on your declared nominal capital. You begin by collecting four forms from the Kenya Revenue Authority at Times Towers. Two copies go to the Lands Registry; one is retained by you and the other by the bank. (Remember we had this when buying property: How to buy Property in Kenya the correct Way)

e.) Complete various forms including Statement of Nominal Capital, Particulars of Directors and Shareholders, Situation of Registered Office and Certificate of a Lawyer involved in the Formation of the Company,

f.) File all the forms together with one stamped copy of the Memorandum of Association and Articles of Association with the Registrar of Companies to get the Certificate of incorporation from the registrar showing you’re now running a business

g.) Personal PIN, VAT and the extras (NSSF, NHIF and PAYE if you have an employee) for your business from Kenya Revenue Authority (KRA).

Getting KRA PIN, NHIF and NSSF

Each individual has a PIN from KRA and you apply for it online, it takes less than 2mins to get (You can read about what the PIN is and what it does here: About KRA PIN). If you’re in Kenya you can visit any cyber café and ask if they do KRA PINs, it costs about 50bob. Or you can do it yourself on the KRA website: Issuing of PIN. The trick is that for those whose IDs don’t have a date of birth you use 1st January 1960 or 31st December….hehehe, don’t ask me how or why. It seems though, there are fake PINs, so please confirm that the PIN you got is genuine also on the KRA website PIN Checker. You also need this PIN to register your title deed.

For your PIN you need:

  • National I.D number
  • Internet connection
  • One of those guys who work at the cyber (optional)

For NHIF you need:

  • 3x Application for Employers Registration Form (from the NHIF website)
  • 3x Certificate of Registration
  • 3x TAX PIN Certificate
  • Time requirements: 30 minutes preparation + 10 minutes queue time.

For NSSF, you’ll need:

  • 3x Employer Application Form (from the NSSF website)
  • 3x PIN Certification
  • 3x Certificate of Incorporation
  • 3x City Council Certificate
  • 3x National ID/ Passport (for foreigners)
  • Time requirements: 30 minutes preparation + 30 minutes queue time.

h.) Tax compliancy certificate (not necessary if you aren’t working with government, but shows that you do your returns correctly).

i.) Business Permit from the City Council. You’ll need:

  • 2x Single Business Permit Registration Form (accessed from the City Council Website or from City Hall Annex 1st floor – Licensing)
  • Bus fare for council inspectors.
  • 200Kes for registration fee.
  • Money for the license itself, depending on category.
  • Full process takes 2-6 weeks of waiting time.
  • You will need office space prior to submitting this application

j.) Get a company seal.

To take advantage of the new rules put in place by the new budget (Read: What the new budget means to you as a Diasporan). The government increased the number of tenders that go to women and the youth plus they have increased the amounts to the Youth and Women Fund. To enjoy the new perks, you’d need to register in order to engage with Government, and for that you need:

  • Tax Compliancy Certificate
  • Register at Treasury
  • Fully registered business

 

 

Register with KenInvest

You can reduce to reduce the bureaucracy you face in relation to licensing, immigration and negotiating tax incentives and exemptions from the relevant authorities by registering with us. In order to do this, you will need to;

  • Fill the Investment Application Form or register online.
  • Engage legal advice in Kenya.
  • Register Your business
  • Submit Application Form + Certificate of Incorporation + Articles and memorandum of association to KenInvest
  • Issue of The Investment License

You will be then be issued  with an investment Certificate after your project has undergone an Enviormental, Health and Secuity impact assessments depending on the sector.

Opening a branch office of an overseas company

An overseas company wishing to open a branch office in Kenya should deliver the following to the Registrar of Companies:

  • A certified copy of the Charter, Statutes or Memorandum and Articles of Association of the Company, or other instruments defining the constitution of the company;
  • A list of the directors and secretary of the company, giving full names, nationality and other directorships of companies in Kenya;
  • A statement of all existing charges entered into by the company affecting properties in Kenya;
  • Names and postal addresses of one or more persons resident in Kenya authorised to accept, on behalf of the company, service of notices required to be served on the company;
  • Full address of the registered or principal office of the company in its home country and;
  • Full address of place of business in Kenya.

You can get information on ALL licences required, where to get them plus how much they cost at businesslicense.or.ke Anything missing? Any Questions? Please leave comments, questions and additions below in the comments section. If you prefer to watch rather than read, enjoy the video below: Yvonne Okwara talks to June Gathoni – Co-Founder and C.E.O a seasoned entrepreneur with past experience of starting & growing different enterprises cutting across different industries in Kenya. Passionate about entrepreneurship & Economical Empowerment through Businesses she is involved in finding solutions through the resource centre that easily adaptable to Micro, Small & medium enterprises creating Sustainable live hoods, job creations and growth of Africa economies.

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