A company is defined as a public company(Section 10 of Companies Act,2015) if –
- its articles allow its members the right to transfer their shares in the company;
- its articles do not prohibit invitations to the public to subscribe for shares or debentures of the company ; and
- its certificate of incorporation states that it is a public company.
What you’ll require to do:
To set up a Public company you need to register with Registrar of Companies via e- citizen online portal under the category of “Business Registration Service” then choose “Public Company”. This is known as ‘incorporation’.
What You’ll need for the registration
- Form CR 1 which contains the proposed name of the company, the proposed name of the company; the proposed location of the registered office of the company and stating it’s a public company. Correctly completed.
- Articles of Association (if those provided in the Regulations[Companies (general) Regulations Act 2015] have not been adopted).
- A copy of national I.D. card, KRA PIN Certificate and recent colored passport photograph of each director and the company secretary [Companies (general) Regulations Act,2015 section 5].
- Form CR12 filled.
- Notification of directors’ residential address (Form CR8).
- Copy of I.D card of person lodging documents.
- Name Search fee: Kshs. 150 per name.
- Registration fees: kshs.10,650.
Things To Note:
- Choose a suitable company name:
- Company address (Section 46 of Companies Act, 2015 makes it a requirement for a company to have a registered office address)
- Appoint atleast 2 director s – As per Section 128 (2) of Companies Act, 2015. In addition, One director has to be a natural person (Section 129, Companies Act, 2015). The Director must be atleast 18 years old (Section 131 of Companies Act, 2015) and not be disqualified from being a director (as provided in Part X of Companies Act, 2015.)
- Appointment of atleast one secretary: (Section 244 of Companies Act,2015)
The Following are the Qualifications of secretaries of public companies (Section 246 of Companies Act) to which directors of public companies must take reasonable steps to ensure that they are met:
- a person who appears to them to have the requisite knowledge and experience to discharge the functions of a secretary of the company; and
- is the holder of a practising certificate issued under the Certified Public Secretaries of Kenya Act, Cap 534, Laws of Kenya.
PLEASE NOTE: After incorporation, the company shall ensure that its register of secretaries (Section 250 of Companies Act,2015) contains the following particulars:
- the name and any former name of the secretary; and
- the address of the secretary.
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