How do I set up a foreign company in Kenya?

If you are interested in setting up a company, you can do this in one of two ways:

1. Register a company in your home country

This is a great option if you already have a business in your home country. You can start your company there and register it in your home country.

The good thing about this is that you can do it in minutes and you can even get your company registered in your home country, even if you don’t have a physical presence there.

If you are thinking of setting up a company in Kenya, I would recommend using a local law firm in your home country. This is because you will need to file your company’s annual returns in your home country and it’s much easier to do it through a local law firm.

2. Register a foreign company in Kenya

This is a great option for people that don’t have a home country. IfOnce successfully reserved, the directors of the company will need to share the following:

  • A copy of their passport bio-data page
  • Passport photos of all directors
  • E-mail addresses
  • Postal addresses
  • Residential physical addresses.

In addition to the above, the following information is also needed:

  • The name of the company
  • The nature of the business of the company
  • The company’s residential physical address
  • E-mail addresses of the company
  • Postal address of the company

It takes between two weeks to one month to have a local company registered.

2. Registeration of Subsidiary Company

There is a minimal distinction in the procedure in which a subsidiary company is registered as opposed to registering a foreign company. The main distinction being that any party seeking to register a subsidiary must produce a certificate of incorporation together with the memorandum

and articles of association of the mother company.

The rationale behind this isthat a subsidiary can only exist if the mother entity is legally recognized by the law governing the republic in which the mother company carries out its business. Thememorandum and articles of association are produced to show there are provisions allowing the

mother company to open subsidiaries.

Both the Certificate of Incorporation and the memorandum and articles of association of the mother company must be notarized in the parent country. The original notarized copies of the same will be used during the application for registration of the subsidiary company. The rest of the procedure and data needed for the registration of a subsidiary in Kenya is similar to the registration of a company by a foreigner as enumerated above. Despite the fore mentioned, it is of utmost importance to keep in mind the following key points:

  • Both a foreign company and a subsidiary company must have at least one director who is of Kenyan Origin. Kenyan origin in this regard means a person who is Kenyan by birth and has attained majority age therefore has a national identity card. The rationale behind is that he/she will be available for purposes of serving documents on behalf of the company. Further the process of registration of companies in Kenya has been digitized and is conducted using the
  • national identity card number of the Kenyan citizen. The only possible exception to this is where one of the foreigners comes to Kenya, applies for an Alien Identity card and a work permit, together with consent from the Ministry of Foreign Affairs.
  • A foreign company cannot conduct business in Kenya unless it is duly registered in Kenya or an application is pending for registration in Kenya but the same has not been processed within the prescribed period.
  • Conducting business is defined to comprise of, but not limited to offering debentures in Kenya or being a guarantor for debentures offered in Kenya.
  •  In its application for registration in Kenya, a foreign company must appoint a local representative in Kenya who not only accepts service of process but also makes sure that the foreign company complies with the law.

Registration of companies in Kenya by Kenyan citizen is a digitalized procedure and is carried out in the e- citizen portal. Accordingly, all returns and other information which a foreign company may be required to file

under the new Act are currently based on a manual process.

3. Registration of a Branch Office of the Parent Company

Another option for legally being recognized in Kenya, is by way of opening a registered branch of the parent company in Kenya. This is a faster process for foreign investors, and a good alternative to registering a subsidiary company. For us to open the registered branch, we would need the following:

  • A Company Resolution to open a Registered Branch in Kenya;
  • The Company Memorandum and Articles of Association which should indicate theavailability of the option of opening a branch in a foreign country;
  • The Certificate of Incorporation of the Company;
  • List of directors of the parent company with details as to full names, postal address,nationality and business occupation;
  • Full address of the registered principal office of the parent company;
  • Full address of the place of business in Kenya.
  • The above documents are required to be notarized in Kenya. Upon completion of the above documents, an application for registration of a branch office in Kenya can be submitted to the Ministry of Commerce and Industry.
  • 4. Register branch office in Kenya can be submitted.