How do I register a public company in Kenya?

In order to register a public company in Kenya, the following documents are required:

A. A Company Registration Certificate

The company should be registered in Kenya to enable the company to be traded on the Kenyan Stock Exchange (KSX). The company will be registered with the Registrar of Companies (ROC), which is the government agency responsible for registering all companies in Kenya. The company should obtain a Company Registration Certificate

B. A Company’s Articles of Association

C. A Memorandum and Articles of Association

D. A Memorandum and Articles of Association

A company registration certificate is a document that is required to be issued by the registrar public company is defined by Section 10 of the Companies Act, 2015 as having;

  1. Free transferability of shares
  2. Its articles do not prohibit members of the public from subscribing to its shares
  3. The Certificate of Incorporation must indicate that it is a public company.

Procedure for Incorporation of a Public Limited Liability Company in Kenya.

To be able to register a public limited liability company in Kenya, you first must open an E-Citizen account as registration can only be done by a director, lawyer or Company Secretary.

1. Name search

The applicant shall be required to search the desired name at the Registrar of Companies which must have the word Public Liability Company or PLC. The Registrar will issue the applicant with a letter confirming that the name is available for registration.

2. Preparation of the Memorandum and Articles of association

The applicant will be required to engage a professional lawyer/company secretary to draft the Memorandum of Articles which will set out the objects of the company and the internal constitution of the company. The company can also adopt the Articles of Association prescribed under the Companies Act.

Documents required for incorporation of a public company in Kenya

  • CR 1– Statement of Company Registration
  • CR 2 – Memorandum of Association
  • CR 8 –Notice of registered office
  • CR 10- Appointment of Company Secretary
  • CR 12-
  • Statement of Nominal Capital

Requirements for Shareholders/Directors

Copy of ID / Passport for the Shareholders / Directors

Digital passport photos of the Shareholders / Directors

Copy of PIN certificate for the Shareholders / Directors

Digital passport photos of the Shareholders / Directors