public company registration in Kenya

public company registration in Kenya

owning a company in Kenya is the best decision you can make in life because it is every person’s dream to own a company. therefore, there are certain rules and regulations set by the government to make sure. laws are practices to avoid illegal company registration, A public company is defined by Section 10 of the Companies Act, 2015 as having;

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

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

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
  • Company Secretary.

Steps followed

1. Name search
one should start by giving 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

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

Requirements for registration

Once your company name has been reserved, you will need to provide your information that will be used to prepare your company documents.

Here are some of the information that you will need to collect;

1. Director(s) Details

Full names – your full names as displayed on your ID/Passport will be used on the application

Occupation – you will need to state your occupation e.g., IT Consultant, marketing consultant, finance consultancy, consultant etc.

If you don’t have any occupation, don’t worry, you can simply put either a businessman or businesswoman.

Postal address – you will need to provide your postal address.

If you don’t have one, you can register it with Posta Kenya.

Physical Residential address – This information will be used on the Form CR8 to comply with the Company Act which requires all directors to provide their residential address.

You’ll need to provide LR number or house number, building name (if any), street name, town name, country.

Copy of ID or Passport – you can scan or photocopy your identification document.

Copy of KRA PIN certificate – all Kenyan directors/shareholders will need to provide KRA PIN, however, foreigners won’t need to provide one for the registration.

Photos – must have a clear background and show all your facial features, just like a passport photo. 

Note: Please avoid submitting photos that have someone wearing sunglasses, hats; this could cause your application to be rejected by the Registrar.

2. Company Details

Company Name Suggestions – you’ll need to come up with up to 2 company name that you would like to check its availability.

Nature of business – with the new Company Act 2015, you can now do all trade of consultancy business without any restrictions.

Location of business premises – you will need to provide the location details of your office including LR Number or Plot Number.

Building name (if any), Street name, Town name. If you don’t have a business premise yet, then you can provide your home address then make the changes later once you have secured business premises.

Once you have provided the above information, your company documents will be prepared and each director will be required to sign the Memorandum & other documents as follows;

Form CR1 – Application Form for Company Registration

Form CR2 – Memorandum

Form CR8 – Notice of Residential Address of Director(s)

Notice of Nominal Capital Share

Cessation Form (only applicable for applicants who are upgrading their business to the limited company)

3.    Certificate of Incorporation

Upon signing your documents, your application will be submitted at Company Registry for the process. 

The documents will be verified and approved before going to the Company Registrar for signing. 

contact ocl business associates for public company registration in Kenya