How to Register a Limited Company in Kenya

A private limited company is a separate legal entity: it owns its assets, signs its contracts, and limits what its shareholders can lose. It is the structure banks, investors, and most serious tender committees expect to see. Here is the full path to one in Kenya.

1. Reserve a company name

Prepare three proposed names and run them through a name search on the Business Registration Service. The search checks your name against the register and reserved names. Generic names, names too close to existing entities, and names without distinctive words are the usual reasons a search fails. Once a name clears, it is reserved for you.

2. Prepare the incorporation documents

Registration requires a set of documents prepared to the registry's format: the memorandum and articles of association (the company's constitution), the statement of nominal capital, and the registration forms covering the company's registered office, directors, and shareholders. You will need copies of each director's ID or passport, KRA PIN, and passport photo, plus the agreed shareholding.

3. Pay stamp duty

The nominal capital statement attracts stamp duty, assessed and paid before filing. The amount scales with the capital you declare, so it is worth declaring only the capital you actually need at incorporation - it can be increased later.

4. File and receive the certificate

Once duty is paid and forms are filed through eCitizen, the registry processes the incorporation and issues the certificate of incorporation and the company PIN. Most straightforward registrations complete within one to two weeks; delays usually trace back to name search failures or inconsistent director details.

5. After incorporation

With the certificate in hand you can open a corporate bank account (you will also need a CR12 official search showing the company's directors and shareholders), register for taxes, and apply for any trade licenses your line of business needs.