Registration of a branch of a foreign company in Kenya

Registration of a branch of a foreign company in Kenya in accordance to Section 974 & 875 of the Companies Act No. 17 of the Laws of Kenya will be carried out.

To operate a business in Kenya, a foreign company has to be registered under the Kenyan Companies Act. Failure to register the foreign company in Kenya will lead to fines of 5,000,000 Kenyan shillings. Registration of the foreign company is done by the Secretary to the Cabinet who is the Registrar of Companies.

The following are the guidelines to follow in order to register a new foreign company in Kenya.

1. Identify the country where the company has been established

2. Identify the name of the company and make sure it does not infringe any trademark or other intellectual property rights in Kenya

3. Obtain a license to operate the business in Kenya by presenting an application to the Registrar of Companies. This must be done within 30 days Additional Instructions All employees and agents of the company must be in compliance with the law.

Procedure for the registration of a branch of a foreign company in Kenya

Under Section 975 of the Companies Act, 2015, the following are the requirements for the registration of a foreign company (branch);

(a) certified copy of a current certificate of the foreign company’s incorporation or registration in its place of origin, or a document of similar effect;

(b) a certified copy of its constitution;

(c) a list containing the names of its directors and shareholders and their personal details;

(d) if that list includes directors who— (i) reside in Kenya; and (ii) are members of a local board of directors a memorandum that is duly executed by or on behalf of the foreign company and states the powers of those directors; and

(f) notice of the address of— (i) if it has in its place of origin a registered office for the purposes of a law there in force—that office; or (ii) otherwise — its principal place of business in its place of origin; and

(g) notice of the address of its registered office under section 983. A foreign company in Kenya is require to maintain a registered office where all communications maybe sent.

Registrar issues a Certificate of Compliance signifying the registration of the Foreign Company is complete.

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