To incorporate a limited company in Kenya under the Companies Act, 2015, one must follow specific procedures and provide certain personal documents. Here’s a breakdown of the procedures and documents required for online incorporation:
1. Name Reservation:
Propose at least three unique names in order of preference for the company and submit it for reservation through the eCitizen portal. The names should comply with the requirements specified in the Companies Act, such as not being similar to existing company names.
2. Incorporation Documents:
- The following documents are autogenerated on the ecitizen portal, including:
- Statement of Nominal Capital: It states the initial share capital of the company (number of shares and value per share).
- Form CR1 – Includes director’s name, ID number, Postal address, email address and phone number.
- Form CR2 – states the number and consideration of the total number of shares taken by each shareholder
- Form CR8 – lists the residential details of directors.
- Form BOF1 (Beneficial ownership information) – shows the ultimate natural person who controls the company.
3. Identification documents for the proposed directors & shareholders
For the company incorporation;
- At Least three names for search and reservation (in order of preference)
- Nominal capital structure (number of shares & value of each share)
- Number of shares each director/shareholder to hold
- Postal address of the company
- A new email address for the company
- Phone number of the company
- Registered office of the company (house name, Plot number, Town name & road)
- Nature of the business – the business that the company is formed to do eg; manufactucturing, real estates, construction, etc. A description of the activities the business will engage in.
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
4. Online Submission:
- Once the name reservation is approved, upload all the required documents to the eCitizen portal.
5. Payment of Fees:
- Pay the requisite incorporation fees through the ecitizen gateway.
6. Review and Approval:
- The Registrar of Companies will review the submitted documents and, if everything is in order, approve the incorporation.
7. Issuance of Certificate of Incorporation:
- Upon approval, the Registrar will issue a Certificate of Incorporation, confirming the establishment of the company.
8. Post-Incorporation Compliance:
- After incorporation, the company must fulfill certain post-incorporation compliance requirements, such as obtaining tax registrations, applying for business permits/licenses, and opening a bank account.