To register a company limited by guarantee in Kenya under the Companies Act 2015 through the Business Registration Service (BRS) portal, specific steps are followed:
1. Name Reservation:
- Choose at least three unique names for reservation that complies with the naming regulations provided by the BRS.
- Reserve the chosen names through the BRS portal to ensure its availability.
2. Preparation of Documents:
- Articles of Association: This document contains the company’s name, internal rules governing the company’s operations, including the rights and obligations of members, directors, and officers.
- Form CR1 – Includes director’s name, ID number, Postal address, email address and phone number.
- Form CR3 (memorandum of association) – indicates the names of the subscribers and their postal addresses.
- Form CR8 – lists the residential details of directors.
For Directors & shareholders
- ID copies (strictly for Kenyans) & passport/Alien card for foreigners
- Passport photos
- KRA pin
- Phone numbers (should not be shared)
- Email addresses (must be active for correspondences from the companies’ registry and should not be shared).
- Postal addresses
- Residential details (Town, estate name & street/road)
For a company shareholder;
- Incorporation certificate copy;
- KRA pin copy;
- Phone number;
- Email address;
- Postal address
3. Registration on the BRS Portal:
- Create an account on the BRS portal if you haven’t already done so.
- Log in to your account and access the company registration section.
4. Submission of Documents:
- Upload the prepared documents onto the BRS portal, ensuring they meet the requirements specified by the BRS.
5. Payment of Fees:
- Pay the requisite registration fees through the BRS portal
6. Verification and Approval:
- The BRS will review the submitted documents to verify compliance with the Companies Act and other applicable regulations.
- If everything is in order and meets the requirements, the BRS will approve the registration.
7. Issuance of Certificate of Incorporation:
- Upon approval, the BRS will issue a Certificate of Incorporation, officially recognizing the company as a legal entity.
- The Certificate of Incorporation will include details such as the company’s name, registration number, date of incorporation, and type of company (limited by guarantee).
8. Post-Incorporation Compliance:
- After incorporation, ensure compliance with ongoing legal obligations, such as filing annual returns, holding general meetings, and maintaining proper records.