Requirements for company registration in Kenya

Below we combine statutory requirements, regulator expectations and practical documentation you should prepare to avoid delays.

1. Proposed company name(s)

• Submit **3 preferred names** in order of priority when filing via the BRS portal; the Registrar will accept the first available name from your list. Preliminary eCitizen searches help avoid conflicts.
• Names that are offensive, identical or deceptively similar to existing businesses, or that suggest state authority are rejected. Regulated sectors (finance, communications etc.) may need prior regulator consent.

2. Nature of business

Provide a concise description of the company’s primary activities. This appears in the memorandum and guides classification/licensing decisions later.

3. Registered office & local contact

Every company must supply a physical registered office address (not a P.O. Box) and a postal address. For foreign companies establishing branches, a local resident representative is mandatory. You may provide a lawyer or service provider address if you have a valid service agreement.

4. Share capital (Statement of Nominal Capital)

You must lodge a signed Statement of Nominal (authorized) Capital showing the number and nominal value of shares. For most private, unregulated companies there is no legal minimum — KES 100,000 (e.g., 1,000 x KES 100) is a common practice — but regulated industries will have statutory minimums. The nominal capital can be increased later by formal filings.

5. Directors — who qualifies and what to provide

• Minimum: 1 director (must be a natural person, at least 18 years old). Directors may be Kenyan or foreign nationals.
• Information required per director: full name, nationality, DOB, occupation, residential address (town, road, house number, county), postal address, email, phone, scanned National ID or passport biodata page, passport photo, and KRA PIN certificate.
• Practical note: a Kenya-resident director (Kenyan or a foreigner with valid work/permit status) is highly recommended because company tax registration processes and banking often use the resident director as an administrative anchor.

Company Secretary: Required where paid-up capital is ≥ KES 5,000,000 or where the company is woned by a foreign nationa, and mandatory for public companies; otherwise optional but recommended for compliance.

6. Shareholders & share classes

At least 1 shareholder is required. Shareholders can be individuals or corporate entities (domestic or foreign). For each: name, ID/passport, KRA PIN, postal & residential addresses, DOB, nationality, occupation, passport photo, email and phone. Indicate class of shares (ordinary, preference, etc.). Corporate shareholders must supply their Certificate of Incorporation and a board resolution authorizing the investment, plus UBO details for the corporate entity.

7. Ultimate Beneficial Owners (UBOs)

Kenyan law requires disclosure of beneficial owners — individuals who ultimately own or control at least **10%** of shares/votes or exercise control through other means. Maintain a Register of Beneficial Owners (RBO) and submit required information on incorporation. This is now a core compliance item for all companies.

8. Identity documents & KRA PINs

Scanned National ID (Kenyan) or passport biodata page (foreigners) for all directors, shareholders and UBOs is required. KRA PIN certificates are mandatory for individuals associated with the company; foreign nationals must apply for a PIN (the KRA process has additional documentary requirements such as work permits or introduction letters for non-residents). Obtain foreign KRA PINs early to avoid downstream banking delays.

9. Passport-sized photos & legible scans

Recent, clear passport photos and high-quality scanned documents save time. Many delays are caused by illegible uploads to the eCitizen BRS portal.

10. Forms to upload via eCitizen BRS

Complete and upload the primary incorporation forms: CR1 (company application), CR2 (memorandum/subscribers), CR8 (residential address of directors) and the Statement of Nominal Capital. These are available from BRS and must be accurate and signed where required.

What is a Kenyan Limited Company (LTD)?

A company in Kenya, under the Companies Act, 2015, is a separate legal entity formed by one or more persons to operate a business for profit. The Act provides the framework for the registration, management, and regulation of companies in Kenya. All company incorporations are administered by the Business Registration Service (BRS) under the Office of the Attorney General and Department of Justice.

Checklist — copy & paste to use now

✔ 3 preferred names (in order)
✔ Nature of business (short description)
✔ Registered office (physical address + proof)
✔ Statement of nominal capital (signed)
✔ CR1, CR2, CR8 (completed & signed)
✔ IDs/passports for directors, shareholders & UBOs
✔ KRA PIN certificates for above individuals
✔ Passport photos (digital)
✔ Corporate shareholder docs (if any)
✔ UBO register (10%+ owners) submitted
    

📄 Download Company Registration Checklist (Kenya PDF)

Forms you must submit (via eCitizen BRS)

1. CR1 — Company application for registration: applicant and director details, contact information.
2. CR2 — Memorandum of Association: subscribers and share allocation (signed).
3. CR8 — Notice of Residential Address: full residential addresses for directors.
4. Statement of nominal capital signed by subscriber(s).

Practical tips to avoid delays

• Obtain KRA PINs for all foreign directors early — this is the most common delay.
• Ensure scanned images are legible and under upload size limits on eCitizen.
• If documents are in another language, include certified English translations.
• Maintain an internal Register of Beneficial Owners (RBO) and keep it updated.

Types of companies you can register in Kenya

1. Private Limited Company: Ideal for small to medium-sized businesses
2. Public Company: Suitable for large businesses with public shareholding
3. Company Limited by Guarantee: Commonly used by non-profit organizations. Learn how to register a Company Limited by Guarantee in Kenya
4. Foreign Company:For businesses owned by non-residents. Guide

Company formation related article

• Cost of company formation Kenya.
• company formation procedure and timelines.

Frequently asked questions

Can a limited company be owned by one person?

Yes. A private limited company in Kenya can be incorporated with a single shareholder and a single director — the same person may hold both roles.

Practical note: for tax and banking it’s common to appoint a Kenya-resident director or company secretary.

How much tax does a limited company pay in Kenya?

Resident companies pay corporation tax at 30% of taxable profit. Non-resident companies and branches are generally taxed at 37.5%. Check KRA for incentives or special regimes (Turnover Tax, investment incentives).

How many directors are needed for a limited company?

A private limited company requires at least one director (a natural person aged 18+). Public companies require at least two directors. The company’s articles may set a higher minimum.

Call to Action

If you prefer to avoid delays and errors, consider using an experienced consultant to prepare documents, complete the BRS submission, and follow up with the Registrar.

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