Before you start trading legally in Kenya you need to register a company. In Kenya, companies at registered at the Registrar of Companies at Sheria House on Harambee Avenue.
There are 5 legally recognized business entities but we will focus on the Limited Companies (private) , Partnerships, and Sole proprietorship.
How to register a company in Kenya
When you want to register a business in Kenya the first thing you need to do is conduct a name search. This is a must for all businesses. It costs Ksh. 100 per name and it takes three days. It is advisable to search for more than one at a time so as to save on time. The company name reservation lasts 30 days and can be renewed for a similar period.
1. Limited Company Registration Process
a. Memorandum and articles of association
A company needs a memorandum and articles of association which sets out the objectives of the company and the internal constitution of the company. These documents should be drafted by a registered lawyer who is in the current roll of lawyers at the Law Society of Kenya. This costs between Ksh. 4,500 – Ksh. 10,000.
The lawyer should also fill the following forms:
Form 208 – which is a compliance form and should be signed by the lawyer registering the company.
Form 201 – Which notifies the registrar of the registered office of the company.
b. Filling Form 203
This form is filled and signed by a Certified Public Secretary of Kenya (CPS) who must be a current member of the Institute of Certified Public Secretaries (ICPSK). This form covers the particulars of the company directors and company secretary.[Download Form 203 HERE]
This costs between Ksh. 2,500 and Ksh. 5,000.
c. Stamp Duty
Once the memorandum & Articles have been prepared, you should lodge the documents with the registrar of companies for payment of stamp duty. This may take 1-3 days. Stamp duty will cost from Ksh. 3,150 depending on the Nominal Capital of the company.
Once the stamp duty has been paid, you should forward the documents to the Registrar of Companies together with forms Form 203, Form 201 and Form 208. You will need to pay Ksh. 2,800.
Registration takes between 3 to 4 weeks.
2. Partnership/Sole Proprietorship
The process of registering a sole-proprietorship and partnership is the same.
The process is as follows:
a. After the name search, if your chosen name is available for registration you will get a form (Form BN/2) from the registrar of companies.
b. You will need to fill out Form BN/2.
c. For a sole proprietorship, the part where it says ‘Particulars of proprietor or partners’ will bear only one name. For a partnership, this part can have up to 20 partners.
d. After you have completed the form, take it back to the Registrar of Companies. You will need to pay Ksh. 800.
Registration takes between 2 to 3 weeks.[Download Form BN/2 HERE]