How to Register a Company in Kenya – 29 Essential Steps and Requirements Before Registration and One Year After Registration
Anyone can register a company in Kenya—locals with a vision, foreigners with ambition, or firms expanding their reach. No barriers exist, though foreigners need a Kenyan director or nominee to comply.
You’ll do it all online via the eCitizen platform at brs.go.ke. Under the Business Registration Service (BRS), the Registrar of Companies runs the show, approving names, issuing certificates, and keeping records tight.
Kenya’s business scene is buzzing. Nairobi’s tech hubs and Mombasa’s trade routes are alive with action. Business Daily Africa reported in February 2025 that small firms are boosting the economy, but legal slip-ups sink too many of them. This guide cuts through the clutter. We’ve nailed down 29 clear steps to register a private limited company before, during, and a year after. It’s your ticket to a strong start and lasting success.
The Companies Act, 2015 and its regulations set the game’s rules. These laws demand precision: wrong forms or missed deadlines can stall your dream or cost you fines. In 2025, with transparency trending and insolvency risks looming, getting it right matters more than ever. Whether you’re launching a tech startup or a trade venture, this article, enriched with legal specifics, walks you through every must-do step.
Before You Start – Pre-Registration Must-Knows
A company needs a solid base. These steps set you up right for a private limited company.
- Grasp the Limited Company Setup
A private limited company (Ltd) shields your personal assets from business debts. It’s Kenya’s go-to for growth. - List Five Standout Names
Submit five name options, ranked by preference, via Form CR1. BRS checks them post-application, and unique names win. - Pin Down Your Purpose
Define your company’s aim—trade, tech, whatever. It’s for Form CR2, the Memorandum of Association. - Lock in a Physical Address
Law requires an actual office location or home, if zoned right. Form CR1 needs this. - Round Up Shareholders
1–50 max. List their IDs and KRA PINs on Form CR1. - Fix Your Share Capital
The minimum is KSh 1,000. Bigger sums signal strength—detail it in Form CR2. - Name Your Directors
At least one. Their IDs and KRA PINs go on Form CR8. - Identify Beneficial Owners
List anyone with 25%+ control on Form BOF1—miss it, and fines hit hard. - Bring in a Lawyer or Agent
Pros file Form CR14 (agent appointment) to dodge errors. We’re here to help.
The Registration Process – Making It Official
Time to file. These steps, tied to specific forms, make your company legal.
- Complete Form CR1
Your core application—names, address, directors, shareholders, capital. - Draft Form CR2
Memorandum of Association—your company’s purpose. Keep it tight. - File Form CR8
Directors’ details concerning residential address. It is simple and mandatory. - Submit Form BOF1
Beneficial ownership—who’s behind it? Required now. - Prepare Articles of Association
Your rulebook. Pair it with Form CR1—BRS offers a model which you can customise. - Pay the Fee
KSh 10,750 flat—covers registration and name approval. Pay on eCitizen. - Get Your Certificate
Upload to brs.go.ke. BRS approves a name and issues your certificate in 5–10 days. - Auto-Linked KRA PIN
BRS ties to KRA—your PIN comes with the certificate. - Open a Bank Account
Certificate in hand, pick a bank. - SHIF and NSSF Sorted
BRS links to the Social Health Insurance Fund (SHIF)-NHIF’s 2024 replacement—and NSSF. Coverage starts fast.
After Registration – First Steps to Stability
You’re live but not secure. These, from BRS and the Forms Rules, keep you on track.
- Secure a County Permit
Costs vary depending on your company location. Check your county. - File Annual Returns
Form CR29 is due yearly on the incorporation date. Late? KSh 500 fine. - Appoint a Secretary (If Needed)
Over KSh 5M capital? File Form CR10 for a certified secretary (Forms Rules). - Handle Taxes
Key taxes:- Corporate Tax: 30% on profits.
- VAT: 16% if turnover tops KSh 5M yearly.
- PAYE: 10–30% on salaries. KRA’s unforgiving.
- Register Charges
Borrowing with assets? File Form CH1 within 30 days, or it’s void if insolvency strikes.
One Year Later – Building for the Long Haul
Year one’s a proving ground. These steps, enriched by the Forms Rules, ensure you thrive.
- Renew Permits
County permits expire yearly. Renew early. Fees differ by region. - Audit Your Books
Mandatory. File audited accounts and attach them with Form CR29 for annual filing. - Adjust Shares or Structure
Need cash or updates? File Form SH7 within 14 days—covers shares and changes (Forms Rules). - Watch for Insolvency
Debt trouble? Under the Insolvency Act, 2015, a creditor owed KSh 100,000+ can petition to liquidate your company. Warning signs: missed taxes, loan defaults, or cash flow collapse. Courts can appoint a liquidator, sell assets, and end your company fast—sometimes in 90 days. Stay solvent: track debts, file Form IN1 for voluntary fixes if needed, and act before creditors do. - Guard Against Ownership Slip-Ups
In Kabiri & 3 others v. Kungu [2024] KEHC 16115 (KLR), the High Court at Nakuru (Nyaga J, Dec 16) ordered Kuka Investments to register shareholders and file overdue beneficial ownership details (Form BOF1) after the sole director’s decade-long neglect. Skip these, and courts can mandate fixes, costing you control. Stay compliant. BRS and the law don’t bend.
Launch With Us
Registering a company in Kenya takes guts and know-how. These 29 steps, backed by law, are your edge. Compliance is king. BRS cuts red tape, yet errors cost time and money. Kubwa and Company Advocates boasts a 98% BRS success rate. Our firm’s guided 300+ companies to success. Ready? Let’s turn your vision into a reality.
Talk to us now by Scheduling a Meeting Here or direct chat on WhatsApp Here or by clicking on the live chat in the bottom right corner.
Should you require more information, please do not hesitate to contact [email protected]
Yuvenalis Kubwa is an advocate of the High Court of Kenya and a member of the Law Society of Kenya.
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