A Guideline To Business and Company Registration in Kenya

Business and Company Registration in Kenya

What is Business?

Business is usually the practice of making a living/money by producing or buying & selling goods as well as services in varied scale with end goal of profit generation.

Where Do You Start?

Decide on the entity you want to register. It can be any of the below;

1. Business Name
2. Private Limited Company
3. Limited Partnership
4. Limited Liability Partnership
5. Public Limited Company
6. Company Limited by Guarantee
7. Foreign Company

In this Guide, we will look at the first 3, the most common ones.

Business Name

Step 1: Have a minimum of 3 unique names for your business, this saves you the time and money needed for doing an official search.

Decide on business activity and location of your business.

Have business contacts, email/telephone, possibly different ones from your own

Step 2: Login in to e-Citizen Portal to begin the process. Proceed to BRS Services, then Company Registry under BRSV2.

Fill all the details as required; The Proposed Names – In Descending Order of Preference

The Business Activity – Be as Precise as Possible

Business Location & Branches If Any – Street, Building, Room, Locality

Sole Proprietor Details – Residence, Profession, Passport Photo, Contacts

Step 3: Download, Print & Fill Appropriately, Scan and Upload the BN2 Form. Submit

Step 4: Make payment on the next check out platform that appears. Once payment is made, complete to ensure it reflects on the system.

Step 5: Once the Registration Process is complete, you will be notified via SMS. At this stage, login to  your BRSV2 and print the Registration Certificate.

Proceed with other business processes such as applying for Business Permits, Creating Social Media presence, among other forms of marketing etc.

Limited Partnership

This is more or less similar to Business Name above only that for BN, we have a Sole Proprietor while for Limited Partnership, we have 2 or more partners owning the business.

For each partners you will need: National ID, KRA Pin, Passport Photo

Contact & Residential Addresses

Profession

The application should be through the e-Citizen Account of the most responsible partner for ease of reference and custody of credentials.

Step 1: Have a minimum of 3 unique names for your business, this saves you the time and money needed for doing an official search.

Decide on business activity and location of your business.

Have business contacts; email and telephone

Step 2: Login in to e-Citizen Portal to begin the process. Proceed to BRS Services, then Company Registry under BRSV2.

Fill all the details as required; The Proposed Names – In Descending Order of Preference

The Business Activity – Be as Precise as Possible

Business Location & Branches If Any – Street, Building, Room, Locality

Partners’ Details – Residences, Professions, Passport Photos, Contacts. Once done with one, click Add to include the next partner until all are included.

Step 3: Download, Print & Fill Appropriately, Scan and Upload the BN2 Form. Ensure all Partners have signed. Submit

Step 4: Make payment on the next check out platform that appears. Once payment is made, complete to ensure it reflects on the system.

Step 5: Once the Registration Process is complete, you will be notified via SMS (The number for the Applicant on e-Citizen Account). At this stage, login to  your  BRSV2 and print the Registration Certificate.

Proceed with other business processes such as applying for Business Permits, Creating Social Media presence, Drafting Group Constitution, among other requirements etc.

Private Limited Company

This can take two forms.

Registering a Private Limited Company Afresh

Step 1 – Have All of These Requirements

• At least 3 proposed unique names for your company. Incase you are not confident with choice of name, you can do a business name search is recommended.
• Business Objective(s). They are the  economic (main products/services) activities  the company will deal in.
• Clear copies of National IDs/Passports, Passport Size Photos, KRA Pins, Occupations, Postal, Physical & Contact Addresses for all directors, shareholders or beneficial owners.
• Professional Certification if the company will provide professional services e.g. health, theology, engineering, architecture, law etc.

Step 2 – Filling the Online Form

• Login to your e-Citizen Account. 
• Navigate to Business Registration Services (BRS) or directly proceed to BRSV2. Click on Company Registry, then Private Limited Company.
• Fill all the required application details appropriately which involves doing the following;

Insert the unique proposed names in descending order of priority.

Indicate the applicant and his/her capacity, if you will adopt general articles of association or make your own, nature of business, primary activities, proposed start date, accounting period and estimated turnover.

Fill in the company address. Remember to include addresses for branches if you have/will have any. Clarify the County, District, Locality, Name of Building, Road/Street, Postal Address & Code, Mobile Number and company email address.

Specify the share category (Ordinary, Preference, Redeemable et.), number of shares and value of each share. There is no maximum share capital but the minimum is KES 100,000. However, should a company’s share capital exceed KES 5,000,000 (five million), it will be required to appoint a secretary.

Add Directors, Director/Shareholders, Shareholders, Beneficial Owners. Include their Profession/Occupation, KRA PIN, Designation, National ID/Passport, Birth Dates, Telephone Contacts, Email address, Residential address, Passport size photograph and the number of shares owned.

Step 3 –  Filling the Forms/Registration Documents

• Download, print & fill appropriately, scan and upload the dully signed documents.
• CR1 – For signatories of the company
• CR2 – Memorandum of Association
• CR8 – For residential and company addresses
• BOF1 – Register of Beneficial Owners
• Statement of Nominal Capital

Step 4 – Review & Submit

To ensure accuracy and check for errors, review before submitting. If they are okay, submit.

Make payment on the next check out page and click complete to ensure it reflects on the system.

Step 5 – Approval and Issuance of Certificate of Incorporation

The application now submitted BRS, will undergo thorough verification of all applications documents and details to ensure accuracy, compliance and fee payment.

If this is successful, you will get an SMS Notification. Login to BRSV2 to download the issued Certificate of Incorporation, CR12 among other official company documents.

When Converting an Existing Business Name to a Private Limited Company

Step 1 – Login

Login to your e-Citizen Account. 

Navigate to Business Registration Services (BRS) or directly proceed to BRSV2. Click on Company Registry.

Step 2 – Cessation & Approval

Click on the View tab for the existing Business Name you want to convert

Click on Maintain a Company at Top Right

Choose Cessation to Convert

Fill in the required details, and on what to convert to – Choose PVT (Private Limited Company)

Make payment for the Cessation. You will be notified when this process is complete.

Step 3 – PVT Application

If Step 2 above was a success, a New Tab for Convert to Company will appear when you view your application.

Click on the Convert to Company tab and follow Step 3 – 5 for Registering a Private Limited Company Afresh.

Fee Schedule

1. Business Name                         950                 BN 2                     Certificate of Registration
2. Private Limited Company    10650   CR1, CR2, CR8, SNC   Certificate of Incorporation
3. Limited Liability Partnership 950                BN 2                      Certificate of Registration
4. For Other Services, check the Fees at  BRS Fee Schedule

Our company offers assistance in all of the above processes and more. Kindly reach out to us, see  also Other Services or contact us via Email or WhatsApp and let’s make getting started with doing business easy for you.