The principal types of business enterprises in Kenya are:
- Registered Companies (Private and Public)
- Branch offices of companies registered outside Kenya
- Sole Proprietorships; and
In order to register your company, you will need to;
- Reserve a company name and get it approved Registrar of Companies
- Prepare the Memorandum of Association and Articles of Association.
- Complete various forms including Statement of Nominal Capital, Particulars of Directors and Shareholders, Situation of Registered Office and Certificate of a Lawyer involved in the Formation of the Company,
- Stamp the Memorandum of Association and Articles of Association and the Statement of Nominal Capital at the Lands Office together with payment of stamp duty on Nominal Capital.
- File all the forms together with one stamped copy of the Memorandum of Association and Articles of Association with the Registrar of Companies.
You will then be issued with a Certificate of Incorporation by the Registrar of Companies. For public companies, in addition to the Certificate of Incorporation, the Registrar will issue a Trading Certificate. In June 2014, the Kenya government launched a service where Kenyans can now search and reserve names for their businesses and companie instantly using their mobile phones as opposed to going to the Registrar of Companies. The system is currently undergoing improvement to help track the progress of one’s application as well as automate the payment of Stamp Duty.
Opening a branch office of an overseas company An overseas company wishing to open a branch office in Kenya should deliver the following to the Registrar of Companies:
- 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 list of the directors and secretary of the company, giving full names, nationality and other directorships of companies in Kenya;
- 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 and;
- Full address of place of business in Kenya.
Register with the Machakos IPB and the Kenya Investment Authority. You can reduce the bureaucracy you face in relation to licensing, immigration and negotiating tax incentives and exemptions from the relevant authorities by registering with the IPB. In order to do this, you will need to;
- Engage legal advice in Kenya and register your business.
- Fill the Investment Application Form and put together a business proposal for the IPB that contain the following information:
- The intended investment
- Capital to be invested
- Size of land required together with a preliminary Land Plan
- Number of jobs to be created
- Local content absorption i.e. the kind/type of raw materials to be used from the county
- Technology transfer- Details of how the investment will transfer skills to the county
- Submit Application Form + Certificate of Incorporation + Business Plan + Articles and memorandum of association to the Machakos IPB.
You will be then be issued with an investment Certificate and memorandum of understanding, outlining your obligations as an investor, after your project has undergone an Environmental, Health and Security impact assessments depending on the sector.
This investment certificate qualifies your business for various county and national incentives that may include but are not limited to:
- Fiscal incentives such as capital deductions, investment allowances tax credits and exemptions
- Waiver of levies
- Land for investments
- Partnerships with the government and key business-friendly stakeholders
- o Skill and training.