registering a subsidiary company in Kenya

registering a subsidiary company in Kenya

 Have you ever dreamt of having a company this is the way to go about it in Kenya? An overseas company wishing to conduct foreign company registration in Kenya by opening a branch office or opening a subsidiary company in Kenya should deliver the following to the Registrar of Companies:

Requirements of Registering a Foreign company in Kenya

  • certified copy of the Charter, Statutes or Memorandum and Articles of Association of the Company, or other instruments defining the constitution of the company
  •  certified copy of the foreign company’s current certificate of incorporation or registration in the company’s place of origin, or a document of similar effect
  •  list containing the names of the company’s directors and shareholders, and their personal details
  • memorandum executed by or on behalf of the company stating the powers of directors, if any, who reside in Kenya and are members of a local board of directors
  • statement of all existing charges entered into by the company affecting properties in Kenya
  • Names and postal addresses of one or more person’s resident in Kenya authorized to accept,
    on behalf of the company, service of notices required to be served on the company
  • Full address of the registered or principal office of the company in its home country
  • Full address of place of business in Kenya.
  • In relation to any existing charge on property of the foreign company that would be a registrable charge if the foreign company were a company incorporated in Kenya, the documents that would be required to be lodged for registration with the Registrar of Companies
  • Safeguards against the disclosure of a natural person’s residential address where this information is required to be provided by the company
  • mechanism for the appointment of a liquidator of a foreign company in respect of the foreign company’s property in Kenya
  • The recognition that a foreign company may have a local board of directors with specific powers in addition to its foreign directors.

Requirements Regarding to Name and Appointment of a Local Representative

 a foreign company shall not conduct business in Kenya unless it is registered in Kenya, or has made an application for registration in Kenya but the application has not been finalized within the stipulated period. Conducting business, in this respect, is defined to include, but not limited to, offering debentures in Kenya or being a guarantor for debentures offered in Kenya. Thus, for a foreign company to offer a debenture in Kenya or even be a guarantor for a debenture offered in Kenya, the foreign company must be registered in Kenya. An application for registration as a foreign company in Kenya under the 2015 Act will be lodged with the Registrar of Companies.

The application will contain information to be prescribed published regulations and comply with the requirements with regard to the company’s name and the appointment of a local representative and be accompanied by the prescribed fee and the required documents. In the application for incorporated as a foreign company in Kenya, the company may specify the name under which it seeks to carry on business in Kenya. This may either be the name of the company under the law of the country or territory in which it is incorporated or an alternative name, other than its corporate name, which the company desires to be its corporate identity in Kenya.

Local Statutory Forms to be completed for foreign company Registration

  • Form 236, this is the List of documents submitted for registration by a company incorporated outside Kenya.
  • Form 237, this the List and particulars of directors and secretary of a foreign company incorporated outside Kenya.
  • Form 238, List of names and addresses of the individual’s resident in Kenya authorized to receive service on behalf of a Foreign company incorporated outside Kenya.
  • Form 250, this is the Notice of location of registered or principal office or change notification of an overseas company incorporated outside Kenya.

Requirements in Respect to Name and Appointment of a Local Representative

In its application for registration of a foreign in Kenya, the company may specify the name under which it seeks to carry on business in Kenya. This may either be the name of the company under the law of the country or territory in which it was incorporated or alternatively the name, other than its corporate name, which the company wants to be its corporate identity in Kenya.

A foreign company is also needed to appoint a local representative in Kenya who not only accepts service of process but also makes sure that the foreign company complies with the requirements of the new law. The local representative is personally liable if a penalty is imposed on the company for a contravention or failure to comply with the Act, if the court hearing the matter is satisfied that the local representative should be so liable.

Documents Required to Accompany Registration Application

Application for registration of a foreign company has to be accompanied by the documents below:

  1.  A certified copy of the foreign company’s current certificate of Formation or incorporation or registration in the company’s place of origin, or a document of similar effect;
  2.  A certified copy of the company’s constitution (memorandum and articles of association);
  3.  A list of the names of the company’s directors and shareholders, and their personal details;
  4.  A memorandum executed by or on behalf of the company indicating the powers of directors, if any, who reside in Kenya and are members of a local board of directors;
  5.  In respect to any existing charge on property of the foreign company that would be a registrable charge if the foreign company were a company incorporated in Kenya, the documents that would be required to be lodged for registration with the Registrar of Companies;
  6.  Notice of the address of the company’s registered office in its Country of origin, if any; otherwise, the address of its principal place of business in its place of origin; and
  7.  Notice of the address of the company’s registered office in Kenya.

More Changes Affecting Foreign Companies

Additionally, to the company registration requirements, the 2015 Act introduces, among others, the following changes which affect foreign companies:

  1.   Safeguards against the disclosure of a natural person’s residential address where this information is required to be provided by the company;
  2.  A mechanism for the appointment of a liquidator of a foreign company in respect of the foreign company’s property in Kenya; and
  3.  The recognition that a foreign company may have a local board of directors with specific powers in addition to its foreign directors.

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