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Registration of Company in Kenya

If you are thinking of entering the field of international trade in the African continent, you have probably thought of registering a company in the African continent. It is also an emerging market and a medium industrialized country, ahead of its East African peers. Kenya has held national elections in August 2022. A variety of new laws have been passed to handle business and increase revenue collection in the prevailing economic climate caused by the pandemic. Various amendment laws were passed that amended business and tax laws to allow virtual shareholder meetings, the use of electronic and digital signatures, and the introduction of new taxes such as digital services tax. Many entrepreneurs in Kenya seek to register business names because they want to be the sole decision maker in their business. The best recommended way to start and run an economic and business activity in Kenya is to establish a company. This company can be set up in Kenya or it can be registered in Iran and then registered in Kenya according to the laws of this country.

Reasons for company registration in Kenya

  1. One person can be the sole manager of a limited company and make decisions as he wants.
  2. It has a developing economy and ranks third economically in the African continent.
  3. The Kenyan government is generally pro-capitalist and has implemented several regulatory reforms to facilitate foreign and domestic investment, including the creation of an export processing zone.
  4. Kenya is Africa’s largest export market, followed by the European Union.
  5. Various amendment laws were passed that amended business and tax laws to allow holding virtual meetings of shareholders, the use of electronic and digital signatures, and the introduction of new taxes such as digital services tax (tax exemptions).
  6. Its stated purpose is to promote regional development for social equity and stability, improve infrastructure, improve the quality of education, provide affordable health care for all Kenyans, invest in environmental protection, build information technology capacity. And Kenyan Communications (ICT), is to expand access to ICT for the Kenyan public. The goal of the Ministry of Finance was to use this program to achieve regional development for equality and social stability.
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The economy of Kenya

Kenya’s economy is market-based with few state-owned enterprises. Kenya is a middle-income country and plans to become a newly industrialized country by 2030. As of 2020, Kenya had the third largest economy in sub-Saharan Africa, behind Nigeria and South Africa. A significant portion of Kenya’s foreign financial flows are remittances from non-resident Kenyans operating in the United States, the Middle East, Europe and Asia. Kenya currently imports all of its crude oil requirements, with oil accounting for 20-25 percent of the national import bill.

Major industries include:

  1. Agriculture, forestry, fishing, mining, production, energy, tourism and financial services.
  2. Small-scale consumer goods (plastics, furniture, batteries, textiles, clothes, soap, cigarettes, flour)
  3. Agricultural products, horticulture, oil refining; aluminum, steel, lead; Cement, repair of commercial ships, tourism, information technology has the rank of ease of doing business.
  4. Kenya’s major exports are horticultural products and tea.
  5. Kenya’s third most valuable export was coffee.
  6. Kenya’s other important export is petroleum products, which are sold to nearby neighbors.
  7. Fish, cement, pyrethrum and sisal.
  8. The main imports are crude oil, chemicals, manufactured goods, machinery and transportation equipment.
  9. In 2005, the combined value of these commodities was US$1,150 million, almost 10 times the value of Kenya’s third most valuable export, coffee.

Company registration in Kenya by Iran and African Continent Traders Club

Registration of all types of companies

  1. Companies limited by shares
  2. Limited companies with guarantee
  3. Unlimited companies
  4. Subsidiary of a holding company
  5. Representative offices/branches (foreign companies)
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Ways to migrate to Kenya

Investment migration in Kenya

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Work migration in Kenya

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Educational migration in Kenya

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Ways to immigrate to Kenya

  1. Kenya has had more economic success and more success in improving its quality of life than many of its sub-Saharan African neighbors.
  2. Any woman aged 18 years and above is free to register a business in Kenya.
  3. If you are the only director, you can own 100% of the shares.
  4. There is no requirement to approve foreign investment in Kenya.
  5. Kenya does not have a separate sanctions regime.
  6. There is a high level of IT literacy and innovation, especially among Kenyan youth.
  7. The new finance minister and the new head of the central bank, with the help of the World Bank and the International Monetary Fund (IMF), carried out a series of economic measures.
  8. Kenya is also a signatory to multilateral environmental agreements including: The United Nations Convention on Biological Diversity, the United Nations Framework Convention on Climate Change, the United Nations Convention to Combat Desertification, the Stockholm Convention on Air Pollution Sustainable Organics or Environmental Impact Assessments (EIAs) must be conducted in relation to activities or projects to determine whether they will have adverse effects on the environment.
  9. The Kenya Economic Stimulus Program (ESP) was introduced in the 2010-2011 Budget. The initiative aims to stimulate economic activity in Kenya by investing in long-term solutions to the challenges of food preservation, rural unemployment and underdevelopment.
  10. Dividends paid to non-residents by the SEZ entity are exempt from tax while the withholding tax rate on payments made to non-residents (royalty, interest, management fees) is 5%.
  11. Collective investment schemes registered with the Internal Revenue Service are exempt from tax on their income, with the exception of withholding tax on dividends or interest paid to unit holders that are not exempt from tax. However, Kenya has double tax treaties with the UK, Germany, Sweden, France, India, South Korea, United Arab Emirates, Canada, Denmark, Norway, Qatar and Iran and a number of African countries, all of which are currently in force.
  12. The certificate of establishment is considered as the birth certificate of the company and the date written on it is the day of establishment of the company.
  13. After registering the company, it should be treated like any other independent person with the rights and obligations appropriate to it.
  14. The Certificate of Incorporation issued by the BRS in respect of a company is conclusive evidence that all the requirements of the Companies Act regarding registration have been complied with. The certificate cannot be contested for any reason
  15. Overtime payment and maximum working hours Overtime payment is not mandatory for senior employees, because overtime hours are included in their salaries, overtime payment is mandatory for junior employees.
  16. There are no restrictions on the appointment of foreign directors (subject to obtaining relevant immigration entry permits).
  17. Severance pay of at least 15 days for each completed year of service must be paid prior to termination of the service contract based on excess service.

Company registration procedures

  1. A company is created when a group of people join together to take advantage of a business opportunity. These people are referred to as promoters and choose a series of proposed names for the company (at least three names).
  2. Promoters who want to start a business must first design a justification plan, establish the company’s objectives and goals, register that entity, and finally state the main goals of the company.
  3. Profiles of the managers of the company in question: (full names, occupation, nationalities, post office box addresses, identification and national numbers or PIN NUMBER of people used to pay taxes), other profiles of the company managers, copy of the certificate of cooperation and letter of agreement approved by Legal/registry office, as well as articles of association or company.
  4. Details of shareholders: if their details are different from the above-mentioned paragraph 3. Names of all persons, postal address, occupation of shareholders should also be mentioned. Open a personal account and also, the list of the names of the managers and the secretary of the foreign company which has been approved by the legal office/registry and must contain the following information:
    1. first name and last name:
    2. Other names:

Former name (Christian if any):

  1. Postal address:
  2. Official job (lawyer, accountant, etc.):
  3. Other members of the board of directors (if any):
  4. Nationality:

This list must also be approved by the government office responsible for commercial cooperation.

  1. Choose the number of shares received by each of the shareholders and the criteria for dividing the shares between the shareholders of your business name. State your capital. The minimum recommended shares of each company lists the responsibilities of each member, the powers of the company’s directors, the rights of all the company’s members, and the method of appointing and removing directors from their positions. Confirmed details (surname, other names and postal addresses) of one/several persons residing in Kenya (preferably the local manager) who are authorized by the said foreign company to appear in court and pursue matters on its behalf. Complete details of the address (postal and location) of the head office of the desired company. Also, the address of the foreign company’s place of business (postal and location) in Kenya is required and must be verified as mentioned above.
  2. Obtaining permits to start a business in Kenya and the necessary steps must be a series of permits, as well as opening a business bank account and registering for value added tax, from accounting management, insurance, information technology, postal management requirements and more.
  3. Certified Government Secretary’s full name, government employment number and mailing address
  4. Opening a business bank account and registering for VAT, from managing accounting, insurance, information technology, post management requirements and more.
  5. Company registration and business start-up fees should be paid.
  6. The Kenyan government requires new businesses to file two documents that describe your company’s objectives, rules, subscribers and authorized capital: Memorandum and Articles of Association, prepare these documents before your final registration.
  7. If that foreign company owns transferable/non-transferable property in Kenya, it must mention the details of cash collateral/mortgage/guarantee issued against these properties.
  8. Finally, you should get a company seal, which is a device that states your company’s name on documents and is also used as a company signature.

Next steps in company registration

  1. Steps to consider after registering a company in Kenya:

    1. Register for a Personal Identification Number, VAT and pay as much as you like at the Kenya Revenue Authority.
    2. Registration of the company in the National Hospital Insurance Fund (NHIF) which provides medical assistance to the employees.
    3. Registration in the National Social Security Fund (NSSF)
    4. Participation in the employee pension fund is necessary and mandatory.
    5. Finally, you need to register for a business premises license which is done with the local county office. Also, familiarize yourself with the requirements for registering a company in Kenya.
At the end

For more information, you can contact the legal unit of the Iran and Africa Business Club every day and consult with our experienced lawyers. You can also fill out our legal consultation request form and through that our consultants will check all your conditions and contact you to tell you the necessary solutions.

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