Registering a company in Kenya
GUIDELINES TO THE COMPANIES ACT, 2015
The new Companies Act 2015 has been commenced. This is the primary legislation that deals with companies and applies to companies directly. A number of the processes involved in the registration and running a company have been simplified.
This write-up provides basic information on what the users of the Companies Registry need to know about the Companies Act 2015 with regard to incorporation of a new company.
Where can I get a copy of the new Companies Act 2015?
Is the whole Companies Act, 2015 now in force?
The operationalization of the Companies Act is split into two major phases. Parts 1 to 14, Part 23, Part 31, Part 32, Part 38, Part 40, Part 42 and the First Second and Sixth Schedules came into operation on 6th November through Legal Notice No. 232 of 13th November 2015.
The remaining parts of the Act will be commenced by notice in the Kenya Gazette.
The Attorney General has published the Companies (General) Regulations, 2015 which are available The Government Printers, the Kenya Law Website – www.kenyalaw.org and the Office of Attorney General website – www.attorney-general.go.ke.
Registrar Of Companies (Companies Forms) Rules 2015 have also been published and are available on the above websites.
Do I have to use the new Forms?
Yes. New forms have been provided for in the Regulations and the Registrar’s Rules.
There are changes to every form that is submitted to the Registrar of Companies, including the introduction of some new ones. The numbering system of the forms has also changed. These new versions of the forms are available from the website – www.attorney-general.go.ke.
This is the notice that the Attorney General has given. This can be taken for the Attorney General’s website and can be found on this linkhttp://www.attorney-general.go.ke/index.php/companys-q-a/
What will I need to do if I want to register a company?
A person wishing to incorporate a company should lodge with the Registrar the following documents:
- Application and reservation of name. The name search and reservation process can be done at any of the Huduma Centres countrywide, online using the E-Citizen platform and on a Safaricom mobile phone by dialing *271#.
- Form CR 1- Application to register a company containing the proposed name (as reserved), the registered office, liability of members (whether limited by shares or by guarantee), the nature of the company (if private or public) and the name, consent of the initial director and secretary of the company and address of the agent if an agent is used to make the application.
- (Form CR 2) Model memorandum for a company limited by shares or (Form CR 3) Model memorandum for a company limited by guarantee or (Form CR 4) Model memorandum for a company whose liability is unlimited.
- Statement of Nominal Share Capital duly stamped upon payment of stamp duty.
- Notification of directors’ residential address. (Form CR8)
- Articles of Association (if those provided in the Regulations have not been adopted).
- Applicants should attach copies of identification documents.
For Kenyan Citizens attach copies of:
- Identification Card (ID)
- Personal Identification Number certificate (PIN)
- Passport size photo (coloured)
For Non Kenyans (Foreigners) attach copies of:
- Passport pages with bio data
- Passport size photo (coloured )
Do I need to pay Stamp Duty?
Yes. Stamp Duty is still payable to the Collector of Stamp Duty. Applicants should present their documents (Statement of Nominal Capital and Memorandum) for assessment, payment and franking at any Huduma Centre.
Do I need to pay any registration fees?
Yes. The fee schedule is provided in the Regulations and is also accessible on the website. The fee schedule is clear and easy to for applicants to self-assess what amount they should pay. The registration fee is pegged on the Nominal Capital.
Does my company have to file Articles of association?
The Companies (General) Regulations, 2015 provide in schedule 3, 4 and 5 model Articles which companies may adopt. Where applicants adopt the model Articles they do not need to supply them during registration. If the applicants do not adopt such Articles, then they have to provide their own Articles.
Is there a minimum age for directors?
Yes. All directors must be over the age of eighteen. Section 131 applies.
Can a company have only one director?
Yes. Section 128 of the Companies Act provides that a private company is required to have at least one director.
A public company is required to have at least two directors.
A company is required to have at least one director who is a natural person.
Can a company have only one shareholder?
Yes. One or more persons who wish to form a company may subscribe their names to the Memorandum of Association.
Do I need to have a secretary?
Private companies with a share capital of less than 5 million shillings are not required to have a secretary. However all public companies must have a secretary.
Have there been any changes to the Business Names Registration or Limited Liability Partnerships Acts?
No. The registration of Business Names and Limited Partnerships is determined by separate legislation, principally, the Registration of Business Names Act (Cap 499) and the Limited Liability Partnerships Act. As a result there is no change to the processes. Only companies are affected by enactment of the Companies Act 2015.
TAKE NOTE that any documents prepared under the old Companies Act Cap 486 should be lodged with the Registrar, on or before 31.1.2016. Such documents must be dated before the commencement of the Regulations.
Fees payable for such applications shall be the fees payable under the old Act.
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