How to Register a Company in Kenya : Step-by-Step Legal Guide

Registering a company in Kenya is now faster and more accessible than ever. The entire process is conducted online through the eCitizen platform under the Business Registration Service (BRS), governed by the Companies Act, No. 17 of 2015 and the Companies (General) Regulations, 2015.

Whether you are a first-time entrepreneur, a foreign investor, or a growing business looking to formalise your operations, this guide gives you a clear, accurate, and legally grounded roadmap for company registration in Kenya in 2026.

Important: This guide is for general informational purposes only. It does not constitute legal advice. For advice specific to your circumstances, please contact a qualified advocate or company secretary.

TABLE OF CONTENTS

1. Why Register a Company in Kenya?

2. Types of Business Entities in Kenya

3. Requirements for Registering a Private Limited Company

4. Step-by-Step Guide to Registering a Company via eCitizen BRS

   4.1 Create an eCitizen Account

   4.2 Reserve Your Company Name

   4.3 Prepare and Upload Incorporation Documents

   4.4 Submit the Application and Pay Fees

   4.5 Receive Your Certificate of Incorporation

5. Registration Costs and Official Fees

6. Expected Timelines

7. Post-Registration Compliance Obligations

8. Registering as a Foreign Investor

9. Beneficial Ownership Disclosure Requirements

10. Common Mistakes to Avoid

11. Frequently Asked Questions (FAQ)

1. WHY REGISTER A COMPANY IN KENYA?

A registered company is a separate legal entity from its founders and directors. This means the company can enter contracts, own property, sue and be sued, and attract investment in its own name. Operating as a registered company also gives your business credibility with clients, financial institutions, and government procurement processes.

The legal framework for company registration in Kenya is anchored in the Companies Act, No. 17 of 2015 (Cap. 486), which replaced the former Companies Act, Cap. 486. The Act is administered by the Registrar of Companies under the Business Registration Service (BRS).

Key benefits of registering a company in Kenya include:

• Limited liability protection for shareholders and directors

  
  

• Ability to open a corporate bank account

  
  

• Eligibility for government tenders and formal contracts

  
  

• Easier access to credit and investment

  
  

• Perpetual succession, meaning the company continues regardless of changes in ownership

  
  

• Separation of personal and business assets

2. TYPES OF BUSINESS ENTITIES IN KENYA

Before beginning the registration process, it is important to select the right type of entity. The Companies Act, 2015 and the Registration of Business Names Act, Cap. 499 provide for the following main business structures in Kenya.

a. Private Limited Company (Ltd)

A separate legal entity with limited liability, between 1 and 50 shareholders, and shares that are not publicly traded. This is the most common structure for SMEs, startups, foreign-owned subsidiaries, and professional firms.

b. Public Limited Company (PLC)

Requires a minimum of 7 shareholders, shares can be listed on the Nairobi Securities Exchange (NSE), and at least 2 directors must be appointed. Best suited for large businesses seeking public investment.

c. Business Name (Sole Proprietorship or Partnership)

Not a separate legal entity. Liability is personal, costs are lower, and registration is simpler. Suitable for small traders and informal partnerships registered under the Registration of Business Names Act, Cap. 499.

d. Limited Liability Partnership (LLP)

A hybrid of a partnership and a limited company, governed by the Limited Liability Partnerships Act, 2011. Commonly used by professional practices such as law firms and accounting firms.

e. Branch of a Foreign Company

An extension of a foreign parent company operating in Kenya. Must be registered with the Registrar of Companies within 30 days of establishing a place of business in Kenya, under Part XXXVI of the Companies Act, 2015.

The most common entity for both local and foreign entrepreneurs is the Private Limited Company. This guide focuses primarily on this structure. 

3. REQUIREMENTS FOR REGISTERING A PRIVATE LIMITED COMPANY

Before logging onto eCitizen, ensure you have the following information and documents ready. Incomplete submissions are the leading cause of delays and rejections.

3.1 Minimum Legal Requirements

• At least one director who is a natural person, as required by Section 128 of the Companies Act, 2015. There is no maximum number of directors for a private company.

  
  

• At least one shareholder, who can be the same person as the director.

  
  

• A registered office address in Kenya where official correspondence can be received.

  
  

• A unique company name that complies with the naming guidelines under the Companies Act, 2015.

3.2 Documents Required

• National Identity Card for Kenyan directors and shareholders, or a valid passport for foreign nationals

  
  

• Individual KRA PIN for each director and shareholder who is a Kenyan resident

  
  

• Passport-size photographs of all directors and shareholders

  
  

• Physical and postal address of the proposed registered office

  
  

• Brief description of the company's proposed business activities

  
  

• Details of the proposed share capital and shareholding structure

  
  

• Beneficial Ownership information for any person holding 10% or more of shares or voting rights

3.3 Key Statutory Forms

• Form CR1: Application for registration, listing first directors and company secretary.

  
  

• Form CR2: Model memorandum for companies with share capital, including shareholder details and number of shares.

  
  

• Form CR8: Notification of the registered office address and residential addresses of directors.

  
  

• Statement of Nominal Share Capital: Details share classes, numbers, and nominal value per share.

  
  

• Form BOF1: Register of Beneficial Owners, required under the Companies (Beneficial Ownership Information) Regulations, 2020.

  
  

• Note on Company Secretary: Under Section 200 of the Companies Act, 2015, a company with a paid-up share capital exceeding KES 5 million, and all public companies, are required to appoint a Certified Public Secretary (CPS) registered with the Institute of Certified Secretaries (ICS) of Kenya.

4. STEP-BY-STEP GUIDE TO REGISTERING A COMPANY VIA ECITIZEN BRS

All company registrations in Kenya are processed online through the eCitizen portal (ecitizen.go.ke) under the Business Registration Service (BRS).

4.1 Create or Log In to Your eCitizen Account

Visit ecitizen.go.ke and create an account if you do not already have one. Kenyan citizens register using their National Identity Card number. Foreign nationals register using their passport number. Provide a valid email address and phone number, as all correspondence and notifications will be sent there. 

4.2 Reserve Your Company Name

Navigate to the Business Registration Service (BRS) section on your eCitizen dashboard and select the name search function. Submit at least 3 preferred names in order of preference. A name reservation fee of KES 150 is payable at this stage.

Approved names are reserved for 30 days, with an option to extend for a further 30 days. Feedback on availability typically comes within 1 to 2 working days.

Name selection guidelines:

• The name must not be identical or deceptively similar to an existing registered company

  
  

• Avoid names that imply government affiliation such as "National," "Government," or "Authority" without proper authorisation

  
  

• Regulated terms such as "Bank," "Insurance," "Fund," or "Trust" require prior approval from the relevant regulatory authority, for example the Central Bank of Kenya or the Insurance Regulatory Authority

  
  

• The name must not be offensive or contrary to public policy

Tip: In 2025, the BRS portal was updated to integrate the name search step with the full incorporation workflow. Always follow the live prompts on your eCitizen dashboard, as portal procedures may be refined periodically.

4.3 Prepare and Upload Incorporation Documents

Once your name is approved, proceed to fill in the incorporation details directly on the eCitizen BRS portal. You will complete digital forms covering the company name, business objectives, registered office address, director and shareholder details, share capital structure, and articles of association.

Private companies may adopt the Model Articles of Association provided by the Companies Registry or prepare customised articles tailored to the company's governance needs.

Complete and upload Form BOF1 at this stage, declaring all beneficial owners who hold 10% or more in shares or voting rights. Ensure all documents are uploaded in PDF format as required by the portal.

4.4 Submit the Application and Pay Registration Fees

Review all information carefully before submitting. Errors may cause rejection and require a fresh application. Pay the required registration fees online via M-Pesa, credit or debit card, or bank transfer. Retain your application reference number for tracking purposes. 

4.5 Receive Your Certificate of Incorporation

The Registrar of Companies will review your application and, if satisfied, issue a Certificate of Incorporation. The certificate is available for digital download via the eCitizen portal.

You will also receive the CR12, which is the official certificate of particulars confirming your company's directors and shareholders. Typical processing time is 3 to 7 working days from the date of submission of a complete application.

5. REGISTRATION COSTS AND OFFICIAL GOVERNMENT FEES

The following are the approximate official government fees payable through the eCitizen BRS portal. These fees are set by the Business Registration Service and may be subject to revision. Always confirm the current schedule on the BRS portal before making any payment.

• Name Reservation (Name Search): KES 150

  
  

• Private Limited Company Registration: KES 10,500

  
  

• CR12 Certificate (Official Search): KES 650

  
  

• Total Government Fees (approximate): KES 10,650 to KES 11,300

Additional costs to anticipate:

• Professional fees for advocates or company secretaries, typically KES 15,000 to KES 50,000 depending on complexity

  
  

• Stamp duty on nominal share capital where applicable

  
  

• County government business permit fees, which vary by county and business type

  
  

• Sector-specific licensing fees depending on the nature of your business

6. EXPECTED TIMELINES

• Name Reservation Approval: 1 to 2 working days

  
  

• Company Incorporation (with complete documents): 3 to 7 working days

  
  

• KRA PIN Registration for the Company: 1 to 3 working days

  
  

• CR12 Certificate: 3 to 5 working days

  
  

• Full Operational Readiness (including banking): 1 to 4 weeks

Timelines may be extended where the BRS raises queries on name availability, incomplete beneficial ownership disclosures, inconsistencies in identity documents, or mismatched KRA PIN data.

7. POST-REGISTRATION COMPLIANCE OBLIGATIONS

Obtaining the Certificate of Incorporation is not the end of your legal obligations. The Companies Act, 2015 and various other statutes impose ongoing compliance requirements on all registered companies in Kenya. 

7.1 KRA PIN and Tax Registration

Register the company for a KRA PIN via the iTax portal (itax.kra.go.ke). This is mandatory for opening a bank account and filing taxes. Register for Value Added Tax (VAT) if the company's annual taxable supplies are expected to exceed KES 5 million, pursuant to the Value Added Tax Act, 2013. Register for Pay As You Earn (PAYE) if the company employs staff, under the Income Tax Act, Cap. 470.

7.2 Statutory Employee Registrations

Register with the National Social Security Fund (NSSF) under the National Social Security Fund Act if you employ staff. Register with the Social Health Insurance Fund (SHIF), formerly NHIF, as required under the Social Health Insurance Act, 2023. 

7.3 Annual Returns

Every company must file annual returns with the Registrar of Companies using Form CR29, as required under Section 708 of the Companies Act, 2015. Annual returns are due on the anniversary of incorporation each year. Failure to file annual returns for five consecutive years may result in the company being struck off the register. Late filing attracts a penalty of KES 600 per default. 

7.4 Beneficial Ownership Updates

Any changes to beneficial ownership must be filed with the Registrar of Companies within 14 days of the change occurring, under the Companies (Beneficial Ownership Information) Regulations, 2020. Failure to update attracts an administrative fine of KES 2,000 per day until compliance is achieved. 

7.5 Opening a Corporate Bank Account

To open a business bank account in Kenya, you will typically require the Certificate of Incorporation, Memorandum and Articles of Association, CR12, KRA PIN Certificate for the company, a board resolution authorising the opening of the account and naming signatories, and identity documents and KRA PINs for all directors and signatories. 

7.6 Sector-Specific Licences and Permits

A county business permit is required from the relevant county government before commencing operations. Additional licences may be required depending on your industry, for example from the Central Bank of Kenya (CBK), the Capital Markets Authority (CMA), the Communications Authority, the Kenya Bureau of Standards (KEBS), or the National Construction Authority (NCA). 

8. REGISTERING AS A FOREIGN INVESTOR IN KENYA

Foreign nationals and foreign-owned companies are permitted to register a company in Kenya and can hold 100% ownership of a private limited company in most sectors, subject to sector-specific restrictions. 

8.1 Key Requirements for Foreign Investors

Foreign investors will need certified or notarised copies of valid passports for all foreign directors and shareholders, proof of address for foreign directors such as a utility bill or bank statement, and KRA PINs for each director obtainable via the iTax portal. Beneficial ownership declarations using Form BOF1 must also be completed for all foreign beneficial owners. 

8.2 Restricted Sectors

Certain sectors in Kenya restrict or limit foreign ownership under the Investment Promotion Act, Cap. 485B and sector-specific statutes. Foreign investors are advised to obtain legal advice before investing in sectors such as security services, mining, and land-related activities. 

8.3 Investment Promotion Certificate

Foreign investors making qualifying investments may apply for investment incentives through the Kenya Investment Authority (KenInvest) under the Investment Promotion Act. This can facilitate business permits and access to available investment incentives.

Tip for Foreign Investors: While there is no legal requirement to have a Kenyan director or partner, engaging a local company secretary or advocate can significantly ease the registration process, banking, and ongoing compliance. 

9. BENEFICIAL OWNERSHIP DISCLOSURE REQUIREMENTS

Beneficial ownership disclosure is a mandatory compliance obligation for all companies registered in Kenya. It is governed by Section 93A of the Companies Act, 2015 and the Companies (Beneficial Ownership Information) Regulations, 2020. 

9.1 Who Is a Beneficial Owner?

A beneficial owner is the natural person who ultimately owns or controls a company, or the natural person on whose behalf a transaction is conducted. Under the 2020 Regulations, a person is a beneficial owner if they hold at least 10% of the issued shares directly or indirectly, exercise at least 10% of the voting rights, have the right to appoint or remove the majority of directors, or exercise significant influence or control over the company. 

9.2 Filing Obligations

All companies must prepare and maintain a Register of Beneficial Owners and file this with the Registrar of Companies via eCitizen using Form BOF1. The BRS issued Directive No. 01 of 2024 reinforcing this obligation and confirming that non-compliant companies are at risk of being struck off the register. Changes to beneficial ownership must be updated within 14 days of the change. 

9.3 Penalties for Non-Compliance

Failure to file the beneficial ownership register attracts a fine of KES 500,000 plus a daily penalty of KES 50,000 until compliance is achieved. Failure to file amendments within 14 days attracts an administrative fee of KES 2,000 and a daily fine of KES 100. Persistent non-compliance may result in deregistration under Section 894 of the Companies Act, 2015. 

10. COMMON MISTAKES TO AVOID WHEN REGISTERING A COMPANY IN KENYA

• Choosing a name without checking availability. Always conduct a name search before investing in branding. Avoid names already in use or those that are too similar to existing registered companies.

  
  

• Submitting incomplete documents. Missing KRA PINs, unclear identity documents, or incorrect addresses are the leading causes of application rejection.

  
  

• Ignoring beneficial ownership requirements. Failing to file Form BOF1 at the time of incorporation can attract serious penalties and delay your company's operationalisation.

  
  

• Skipping post-registration compliance. Many business owners assume the process ends at incorporation. Failing to register for KRA PIN, PAYE, SHIF, and NSSF can expose the company to significant regulatory and financial risk.

  
  

• Using restricted or regulated names without prior approval. Terms such as "Bank," "Insurance," "Fund," or "Trust" require regulatory pre-approval before use in a company name.

  
  

• Not appointing a company secretary where required. Companies with paid-up capital exceeding KES 5 million must appoint a Certified Public Secretary (CPS). Non-compliance with Section 200 of the Companies Act, 2015 is a criminal offence.

  
  

• Neglecting to file annual returns. Annual returns filed late or not at all result in penalties and, ultimately, deregistration after five years of default under Section 708 of the Companies Act, 2015.

11. FREQUENTLY ASKED QUESTIONS (FAQ)

11.1 How long does it take to register a company in Kenya in 2026? 

With complete documents, the incorporation of a private limited company via the eCitizen BRS portal typically takes 3 to 7 working days. Name reservation takes an additional 1 to 2 working days. Full operational readiness, including KRA PIN registration and corporate bank account opening, can take 1 to 4 weeks depending on the bank's KYC requirements. 

11.2 How much does it cost to register a company in Kenya? 

The approximate total official government fee for registering a private limited company is KES 10,650, inclusive of name reservation at KES 150 and registration at KES 10,500. Additional costs for professional services, business permits, and sector licences will vary. Always verify current fees on the official BRS eCitizen portal before making payment. 

11.3 Do I need a lawyer to register a company in Kenya? 

Legally, you are not required to engage a lawyer or company secretary to register a standard private limited company. The eCitizen BRS portal is designed to be accessible directly. However, engaging an advocate or a Certified Public Secretary is highly advisable for complex structures, foreign-owned companies, regulated industries, or where customised articles of association are required. 

11.4 Can a foreigner own 100% of a company in Kenya? 

Yes. Foreign nationals can own 100% of a private limited company in Kenya without requiring a local partner or Kenyan director, except in sectors that restrict foreign ownership under specific legislation. Foreign investors should obtain legal advice regarding sector-specific restrictions before proceeding. 

11.5 What is the minimum share capital required to register a company in Kenya? 

There is no prescribed minimum share capital for registering a private limited company in Kenya under the Companies Act, 2015. However, certain regulated industries such as banking and insurance have minimum capital requirements set by their respective regulatory statutes. Many new companies are incorporated with a nominal share capital of KES 100,000 as a practical starting point. 

11.6 What is a CR12 and when do I need it? 

A CR12 is an official certificate of particulars issued by the Registrar of Companies. It confirms the current directors and shareholders of a company at a given date. It is commonly required when opening a corporate bank account, applying for government tenders, entering into significant contracts, and for various regulatory applications. A CR12 can be applied for via the eCitizen BRS portal at a fee of approximately KES 650. 

11.7 What happens if I do not file annual returns? 

Under Section 708 of the Companies Act, 2015, failure to file annual returns on time is a criminal offence. Late filing attracts a penalty of KES 600 per default. A company that fails to file annual returns for a period of five consecutive years may be struck off the register by the Registrar of Companies, effectively dissolving the company. 

11.8 What is beneficial ownership and why does it matter? 

Beneficial ownership refers to the natural person who ultimately owns or controls a company, even where legal ownership may be held through nominees or intermediaries. Under the Companies (Beneficial Ownership Information) Regulations, 2020, all Kenyan companies are required to identify, record, and file beneficial ownership information with the Registrar of Companies. This requirement supports Kenya's anti-money laundering and counter-terrorism financing obligations. Non-compliance attracts fines of up to KES 500,000 plus daily penalties and risks deregistration. 

CONCLUSION

Registering a company in Kenya in 2026 is a straightforward process when you understand the legal requirements and follow the correct steps on the eCitizen BRS portal. The key to a smooth registration is preparation: having the right documents ready, selecting a compliant company name, and completing your beneficial ownership disclosures correctly from the outset.

Beyond incorporation, building a compliant company requires ongoing attention to tax registration, statutory filings, and the obligations imposed by the Companies Act, 2015 and other applicable laws. These obligations protect your company's good standing and ensure long-term operational security.

If you require assistance with company registration, post-incorporation compliance, corporate governance, or any aspect of Kenyan commercial law, our team is available to assist.

Contact us today for expert legal guidance on company registration and corporate compliance in Kenya. 

LEGAL DISCLAIMER 

This article is intended for general informational purposes only and does not constitute legal advice. It is not a substitute for specific legal advice tailored to your individual circumstances. We accept no liability for any action taken or not taken based on the contents of this article. For legal advice, please consult a qualified advocate licensed to practise in Kenya.

How to Register a Company in Kenya : Step-by-Step Legal Guide