Company Registration in Kenya
Doing Business & Company Registration in Kenya
Kenya at a Glance
Doing Business and Company Registration in Kenya – Did you Know that Kenya is the country with the second highest ranking in World Bank’s Ease of Doing Business index in Eastern Africa?
Kenya is the Largest Economy in the East African Community, the 65th Largest economy in the world and the Financial, technical and Communications hub in East Africa.
The Kenyan GDP has on average grown at a rate of 6% since 2004 with a Per Capita GDP estimated at $1,991. After Company Registration in Kenya you get access to the East Africa Community giving you access to a market of about 150 million people and a market size with a GDP of Billion USD 145.
Kenya has in the recent past been Attracting a lot of Foreign Direct Investment due to the following factors;
- Macroeconomic Stability: Kenya has enjoyed relatively high GDP growth year on Year.
- Supportive Demographic Dividend: Kenya has a young population with increasing disposable income and growing demand for goods and services,
- Improvement in Governance: The Kenyan Government has enacted key political reforms that are strengthening governance.
- Security: The political climate in the country has eased, with security maintained and hence business has picked up.
- Ease of Doing Business: It is considerably easier and quicker to do business than it was 10-years ago, with business opening up further to regional trade, and supportive infrastructure.
- Investment in Infrastructure: There is a lot of investment in infrastructure including roads, rail, education etc.
- The Tax Regime in Kenya is Quite Straight forward with the Tax rate for personal Income ranging from 0 to 30%, Corporation Tax is at 30% and Vat at 16%.
For over 1 decade now, East Africa Business Consultants Has assisted many clients with the following Key Company Set Up Services in Kenya;
- Company Registration in Kenya
- Government Licenses Processing
- Business Bank Account Opening
- HR Recruitment and Management
- Work Permit Processing
- Apartment/Office/Warehouse Sourcing.
Accounting & Tax Consultancy
- Accounting Systems & Processes Formulation & Set-Up
- Periodic Book Keeping & Financial Data Management
- Payroll Administration
- Finance Support
- Financial Systems Design & Implementation
- External Audit Preparation & Readiness Test
- Financial Management Reporting
- Financial Controls Design & Implementation
- Budget Preparation, Implementation, Monitoring
- Forensic Accounting
- Preparation and Filing of Monthly Pay as You Earn (“PAYE”), Withholding Tax (“WHT”) and Value Added Tax (“VAT”) returns;
- Assistance with VAT Remissions Streamlining with Treasury and Kenya Revenue Authority (“KRA”)
- Ensuring compliance of your Company’s Operations in Kenya with the Applicable Tax Requirements in all Tax Heads i.e. PAYE, VAT, WHT, Corporation Tax and Customs and Excise duties;
- Negotiate with Kenya Revenue Authority, in case of any Discrepancy, Fines or Tax refunds; and Ensure that the entire Tax Information is ready for Audit and Reconciliation
- Tax Advisory, Providing Answers to Queries and/or opinions on Tax matters including Research, Discussions and Attendance of meetings relating to these matters as Instructed by you.
- Advisory on the Taxation effects of Proposed Business Transactions, different methods of Business Structuring and Financing and their Tax Implications.
- Tax Planning Advisory on the Taxation of Employment Income Accrued/Derived in Kenya by the Expatriates in line with the Double Taxation Agreements put in place by the Contracting States. (e.g Between Canada and Kenya)
- Tax Planning & Advisory on the determination and Payment of Installment and Final Corporate Taxes
WatsupAfrica IP, Documentation, Credentials & Certifications
The range of IP and Documentation Services we offer our clients include; attending company meetings and recording proper minutes, filing statutory returns and updating members registers at the Company Registry in a timely manner.
We also maintain and ensure the security of company’s statutory books, records and documents including; registers for directors & secretaries, shareholders & their shareholding, charges on the company’s assets, debenture holders, minutes of the company’s shareholder and board meetings, certificates of incorporation, memoranda and articles of association, share certificates and stock transfers (if any), company seals etc.
We advise on corporate governance including drafting and reviewing of policies such as board and board committee charters, procurement & HR manuals, and compliance with memoranda and articles of association and the Companies Act.
Our Consulting firm is agreeable to annual retainer agreements for purposes of company secretarial work, WatsupAfrica Consulting Documentation, credentials & certifications.
Human Resource & Administrative
Recruitment & Selections:
- Job Advertisement and Head Hunting
- Interviews & Screening
- Interview scheduling for the client
- Facilitation of Reference Checks & Document verification
- We offer a 2 month guarantee for each Placement
HR & Talent Management:
- Payroll Management: We will process Employee Salaries, all statutory payments and Insurance relief allowable.
- Compliance with Employment legislation: We Ensure that you are Compliant and the employees are managed within the stipulated legislation in line with the Employment Act.
- Induction of new employees: Aware that recruitment is expensive, we support the client with induction of all new employees to ensure maximum return on investment made by client as well as reduce employee turnover.
- Performance Management: We customize Performance Management tools and work with the client to monitor and enhance performance of all employees.
- Leave Management: We keep track of official/Sick leave taken/balance on behalf of the client.
- Medical Cover Management: We help the Client to choose the Best health cover as an incentive to the employees and a deterrent to employee absenteeism due to poor Medical Care.
- Occupational Health and Safety Awareness: We brief all contracted employees on the health and safety guidelines to ensure reduced risks.
- Soft Skills Training: Aware that every employee is a brand ambassador for the company, we conduct soft skills training for all employees once every quarter.
- Time and Attendance Management.
Smart Industry, Digital & Technology
Procurement of Smart Industry products, digital and technology services: hardware, Software, internet and connectivity.
Online Branding and Marketing:
- Web Design and Development
- Mobile Websites Design
- Search Engine Optimization (SEO)
- Social Media Marketing and Management
- Pay Per Click (PPC)
- Lead Generation
- 360 Degrees Digital Marketing Consultancy
- Company, Product/Service Brand Name Creation
- Logo Design
- Business cards Design and Printing
- Business identity package (Letter heads, Receipt books, Invoice/Delivery books, Newsletters, Company profiles, Leaflets & Brochures, etc.)
- Print design
Management Consulting / Project Management / Transaction Advisory / PPP Advisory
The Transaction Advisor’s Scope of Work:
- Technical Due Diligence
- Legal Due Diligence
- Financial and Economic Due Diligence
- Risk Allocation & Structuring
- Environmental and Social Impact Assessment
- PPP Structure Options Analysis
- Project Agreement Heads of Terms
- Market Sounding
- Governance and Communication Plan
- Support to the Contracting Authority
- Contract Development and Management – Upstream & Downstream
- Procurement of the PPP Project
Foreign Investment & Trade Facilitation in Kenya / East Africa
- Investors License: An investors license is normally issued to Investors in order to help them in the initial Setup and Running of their Business in Kenya. An investors license is a form of approval by the Government’s Department of investment confirming that the Company is conducting Legitimate Business instilling confidence to potential Partners and Clients.
- Work permit & PIN: – Work Permits are issued to foreign Employees / Directors wishing to work In Kenya.
- Warehouse leasing: – We are happy to help you Identify a suitable location to lease or Build a Warehouse/ Factory to help you operate your Business Efficiently taking Advantage of the already existing Infrastructure, Qualified Workforce and the Government Investment Policies.
- Virtual Offices: – Our Virtual Office Service is available at many of our Exclusive East African Locations. For a small Monthly fee, your Business can Benefit from Professional Telephone Answering, Mail Handling, Business Lounge Access and Executive Meeting Rooms.
- General Business Consultancy: – Here we are Happy to share with you the Experience Gained over the years in running Businesses in Kenya and East Africa. This will help you avoid the numerous Pitfalls most Companies encounter when doing Business in a new Terrain.
- Find Agents: – We help your Source for AGENTS/ DISTRIBUTORS to you Exploit the Numerous Business Opportunities and support your service production into the East Africa Community targeting the over 146 million Consumers in Kenya, Uganda, Tanzania, Rwanda, Burundi and South Sudan. We Understand that Identifying and Contracting a Competent and Straight Forward AGENT or DISTRIBUTOR in a Foreign Country is almost like finding a new Employee for your Business and hence we put Time and Effort in Getting you the Best Candidates/Companies to help you avoid Future Costly Mistakes and Ensure that you maintain quality standards.
Regulatory Compliance Services in Kenya / East Africa
We offer you Advice and support on a wide range of Regulatory Compliance and Registration issues relating to Kenya Revenue Authority, National Social Security Fund, National Hospital Insurance Fund, Kenya Investment Authority, Communications Authority, Betting Control And Licensing Board, Energy Regulatory Commission, Export Promotion Council, Kenya Bureau of Standards, National Environment Management Authority, Sacco Societies Regulatory Authority and the Tourism Regulatory Authority.
Advantages of using our service include the following;
- We help you grow your business and achieve your goals by giving you the necessary support in Regulatory Compliance in Kenya.
- We Proactively manage all your compliance needs to ensure all deadlines are met.
- We ensure that all reporting requirements are appropriately and effectively drafted.
- We provide greater certainly over the timetable for the completion of work proactively working to minimize the burden on you, your team and your business. We ensure the “fee clock” isn’t ticking every time
- We keep you fully briefed on all appropriate legislative changes and their impact.
- We are a trusted, experienced adviser who understands your objectives.
- We are committed to adding value to you in everything we do.
- We reduce the risk of enquiry/investigation.
- Market size (Current and Future)
- Fundamental Market Needs
- Buyer Demographics
- Key Players or Providers and their Market Shares and Revenues from the Market Offering Under Study
- Market Growth Rate
- Market Profitability (This is a Good clue into whether a Company can sustain desired Margins for their Offering)
- Industry Cost Structure
- Sourcing and Distribution channels
- Economic Considerations
- Political Considerations
- Compliance that Require Adherence (if applicable)
- Market and Industry Trends
Public Private Partnership Advisory Services
Transactional Advisory services for Public-Private Partnership (PPP) Projects. The advisory illustrates the range of tasks that PPP advisors will undertake:
- Transaction support
- Market Design
- Design of Transition Arrangements
- Engineering Studies
- Draft Laws
- Financial Analysis
- Human Resources
Document Translation Services
WatsupAfrica Consulting offers translation services to our international partners. We provide accurate, fast and professional certified document translation services in Kenya for all types of documents and interpretation solutions to guarantee your satisfaction in major all major international and local languages in general and specialized fields such as Legal, Commercial, Technical, Scientific.
We handle any of the following international language pairs: English, French, Spanish, Arabic, Chinese, Portuguese, Italian, Dutch, German, including African languages. The list is not exhaustible. Kindly inquire to find out about your specific language.
- Certified Document Translation,
You can easily send us the documents need to be translated and we will handle the rest.
We guarantee zero mistake grammar, excellent punctuation and plagiarism checker, all of this with double proofreaders check.
Certifications and notarization of documentation.
- Website Localization
WatsupAfrica Consulting website localization services will help your website look like it was created right next door.
- App localization
The fastest way to grow your mobile app’s reach is by making your app feel home-made.
Whether you need audio or video transcription, you can count on the professionals at WatsupAfrica Consulting to do it perfect.
- Website publishing
Website publishing in the language and style of your target audience is the best way to get your message across.
- Certified Translation
- Urgent Translation
- Interpretation services
- Transcription services
- Proof reading & editing
- Specialization Areas: Legal, Commercial, Technical, Scientific
Foreign Company Registration & Local Director Appointment
How to Register a Subsidiary Company in Kenya
An overseas company wishing to conduct foreign company registration in Kenya by opening a branch office or opening a subsidiary company in Kenya should deliver the following to the Registrar of Companies:
Requirements of Registering a Foreign company in Kenya
- A certified copy of the Charter, Statutes or Memorandum and Articles of Association of the Company, or other instruments defining the constitution of the company
- A certified copy of the foreign company’s current certificate of incorporation or registration in the company’s place of origin, or a document of similar effect
- A list containing the names of the company’s directors and shareholders, and their personal details
- A memorandum executed by or on behalf of the company stating the powers of directors, if any, who reside in Kenya and are members of a local board of directors
- A statement of all existing charges entered into by the company affecting properties in Kenya
- Names and postal addresses of one or more persons resident in Kenya authorized to accept,
- on behalf of the company, service of notices required to be served on the company
- Full address of the registered or principal office of the company in its home country
- Full address of place of business in Kenya.
- In relation to any existing charge on property of the foreign company that would be a registrable charge if the foreign company were a company incorporated in Kenya, the documents that would be required to be lodged for registration with the Registrar of Companies
- Safeguards against the disclosure of a natural person’s residential address where this information is required to be provided by the company
- A mechanism for the appointment of a liquidator of a foreign company in respect of the foreign company’s property in Kenya
- The recognition that a foreign company may have a local board of directors with specific powers in addition to its foreign directors.
Requirements Regarding to Name and Appointment of a Local Representative company registration in Kenya
The New Companies Act 2015, has now been implemented to comply foreign companies regulations in Kenya. According to the 2015 Act, a foreign company shall not conduct business in Kenya unless it is registered in Kenya, or has made an application for registration in Kenya but the application has not been finalized within the stipulated period. Conducting business, in this respect, is defined to include, but not limited to, offering debentures in Kenya or being a guarantor for debentures offered in Kenya. Thus, for a foreign company to offer a debenture in Kenya or even be a guarantor for a debenture offered in Kenya, the foreign company must be registered in Kenya. An application for registration as a foreign company in Kenya under the 2015 Act will be lodged with the Registrar of Companies.
The application will contain information to be prescribed published regulations and comply with the requirements with regard to the company’s name and the appointment of a local representative and be accompanied by the prescribed fee and the required documents. In the application for incorporated as a foreign company in Kenya, the company may specify the name under which it seeks to carry on business in Kenya. This may either be the name of the company under the law of the country or territory in which it is incorporated or an alternative name, other than its corporate name, which the company desires to be its corporate identity in Kenya.
WatsupAfrica Consultants can help by offering nominee shareholder agreement where we hold shares in trust risk free at a reasonable fee. A foreign company is also required to appoint a local representative in Kenya who not only receives service of process but also ensures that the foreign company complies with the requirements of the law. The local representative is personally liable if a penalty is imposed on the company for a contravention or failure to comply with the Act, if the court hearing the matter is satisfied that the local representative should be so liable.
Local Statutory Forms to be completed for foreign company Registration
- Form 236, this is the List of documents submitted for registration by a company incorporated outside Kenya.
- Form 237, this the List and particulars of directors and secretary of a foreign company incorporated outside Kenya.
- Form 238, List of names and addresses of the individuals resident in Kenya authorized to receive service on behalf of a Foreign company incorporated outside Kenya.
- Form 250, this is the Notice of location of registered or principal office or change notification of a overseas company incorporated outside Kenya.
All these forms are requisite requirements for:
Company registration in Kenya for foreigners 2016.
WatsupAfrica Consultants upon a successful submission of the required documents for registering a foreign company will facilitate the issuance of a “Certificate of Compliance” to the Company by the registrar of companies. We also offer PIN and VAT Registration services in Kenya. The whole Foreign company registration process in Kenya will take only 7 days if you use WatsupAfrica Consulting services. We make Company registration in Kenya for foreigners a simple process and not complicated at all.
Foreign Companies Regulations in Kenya
This process is also known as Formation of a foreign company in Kenya or incorporation of a foreign company in Kenya or Registration of multinational companies Kenya is not costly when using our services. We can also be able to obtain list of international companies in Kenya from registrar of companies Kenya.
The list of international companies in Kenya and multinational companies in Kenya is endless.
IMPLICATIONS OF THE NEW COMPANIES ACT 2015 AND INSOLVENCY ACT 2015
The New Act has more detailed disclosure and compliance requirements for companies which are formed outside Kenya that want to register their business in Kenya.
Requirements for Registration of a Foreign Company under the new 2015 Act
In accordance with 2015 Act, a foreign company cannot conduct business in Kenya unless it is duly registered in Kenya, or an application is pending for registration in Kenya but the application has not been processed within the prescribed period. Conducting business, in this regard, is defined to comprise of, but not limited to, offering debentures in Kenya or being a guarantor for debentures offered in Kenya. For a foreign company to offer a debenture in Kenya or even be a guarantor for a debenture offered in Kenya, the foreign company must be duly registered in Kenya.
An application for registering a foreign company in Kenya under the 2015 Act must to be lodged with the Registrar of Companies. The application must contain information prescribed in published regulations to comply with the requirements in respect to the company’s name and the appointment of a local representative and be accompanied by the prescribed fee and the required documents.
Requirements in Respect to Name and Appointment of a Local Representative
In its application for registration of a foreign in Kenya, the company may specify the name under which it seeks to carry on business in Kenya. This may either be the name of the company under the law of the country or territory in which it was incorporated or alternatively the name, other than its corporate name, which the company wants to be its corporate identity in Kenya.
A foreign company is also needed to appoint a local representative in Kenya who not only accepts service of process but also makes sure that the foreign company complies with the requirements of the new law. The local representative is personally liable if a penalty is imposed on the company for a contravention or failure to comply with the Act, if the court hearing the matter is satisfied that the local representative should be so liable.
Documents Required to Accompany Registration Application
Application for registration of a foreign company has to be accompanied by the documents below:
- A certified copy of the foreign company’s current certificate of Formation or incorporation or registration in the company’s place of origin, or a document of similar effect;
- A certified copy of the company’s constitution (memorandum and articles of association);
- A list of the names of the company’s directors and shareholders, and their personal details;
- A memorandum executed by or on behalf of the company indicating the powers of directors, if any, who reside in Kenya and are members of a local board of directors;
- In respect to any existing charge on property of the foreign company that would be a registrable charge if the foreign company were a company incorporated in Kenya, the documents that would be required to be lodged for registration with the Registrar of Companies;
- Notice of the address of the company’s registered office in its Country of origin, if any; otherwise, the address of its principal place of business in its place of origin; and
- Notice of the address of the company’s registered office in Kenya.
More Changes Affecting Foreign Companies
Additionally, to the company registration requirements, the 2015 Act introduces, among others, the following changes which affect foreign companies:
Safeguards against the disclosure of a natural person’s residential address where this information is required to be provided by the company;
A mechanism for the appointment of a liquidator of a foreign company in respect of the foreign company’s property in Kenya; and
The recognition that a foreign company may have a local board of directors with specific powers in addition to its foreign directors.
Consequences of the New Registration Requirements
It will be more difficult and burdensome for foreign companies to do business in Kenya in light of the new registration requirements. If a foreign company carries on business in Kenya without registration, the company and each of its officers in default commit an offence and, on conviction, each of them is liable pay a fine of five million shillings.
Foreign Company Winding up under Insolvency Act, 2015
Members’ Voluntary Liquidation under the Insolvency Act, 2015
The Insolvency Bill was assented to by the president on 11th September 2015 and came into operation in 2016.Some of its provisions came into effect on January 18, 2016 by way of Legal Notice No. 1 of 15th January 2016. Some of these provisions include Parts II, VI, VII, VIII, IX, X, XI, XII and the Third and Fourth Schedules of the Act. The relevant part on liquidation of companies is Part VI which is now covered in the above legal notice.
Prior to the enactment of the Insolvency Act, corporate insolvency was dealt with under the Winding-up provisions of the Companies Act(Cap 486 of the Laws of Kenya) (the Companies Act) while the insolvency of natural persons was covered in the Bankruptcy Act of Kenya(Cap 53 of the Laws of Kenya) (the Bankruptcy Act). The attached short write up deals with the procedure for winding up under this new Act, with particular bias to voluntary winding up by member liquidation under new Act.
Unlike the previous legislation, the Act seeks to redeem insolvent companies through administration as opposed to liquidation. The Act emphasizes on assisting insolvent natural persons, unincorporated entities and insolvent corporate bodies whose financial position is redeemable to continue operating as going concerns so that they may be able to meet their day to day financial obligations to the satisfaction of their creditors.
Lending financial institutions are usually at the forefront of bankruptcy and liquidation processes where majority have interests as secured creditors. For this reason, it is important to consider how the consolidated Act impacts secured creditors rights with respect to their securities.
Insolvency of incorporated and unincorporated bodies
Liquidation of a Company by order of the Court
Creditors including any contingent or prospective creditors can make an application to the Court for liquidation of company where the company is unable to pay its debts. The liquidator in liquidation has numerous functions and one such function is to ensure that the assets of the company are realized and distributed to the company’s creditors. However, it is important to note that if the assets of the company available for payment of general creditors are insufficient to meet the expenses of liquidating a company, these expenses have priority over any claims to property subject to any floating charge, created by the company and are to be paid out of any such property accordingly.
Where a creditor proves a debt, interest on such debts may also be paid out by the liquidator if surplus permits. However, this interest ranks equally whether or not the debt ranked in priority with other debts.
When a company is in liquidation, the liquidator must make available for the satisfaction of unsecured debts, a portion of the company’s net assets, as is prescribed by the insolvency regulations and may not distribute that part to the proprietor of a floating charge except to the extent that it exceeds the amount required for the satisfaction of unsecured debts.
The Act provides an option for the administration of an insolvent company; pursuant to section 522, the objectives of administration are to maintain the company as a going concern, to achieve a better outcome for the company’s creditors as a whole than would likely to be the case if the company were liquidated and to realize the property of the company in order to make a distribution to one or more secured or preferential creditors. Whereas previously, a company could be wound up immediately it became insolvent, the Insolvency Act now gives the company an opportunity to operate as a going concern and not necessarily engage in the sale and realization of its assets as a primary option.
Appointing an Administrator
An administrator may be appointed by the Court, a holder of a floating charge or by the company or the directors. The administrator is deemed an officer of the Court, whether appointed by the Court or not. With respect to a holder of a floating charge, section 534 of the Act provides that the holder must be a holder of a qualifying floating charge in respect of a company’s property. A qualifying floating charge is one which is created by a document that states that this section of the Act applies to the floating charge or purports to empower the holder of the floating charge to appoint an administrator of the company. The holder of a qualifying floating charge may also apply to Court for an administration order. The Court has the power to make an administration order in respect of a company even if a company may be able to pay its debts.
To find out on how to register a branch of a subsidiary company in Kenya and how to register a subsidiary company in Kenya. Please click the button below.