STARTING A PRIVATE LIMITED COMPANY IN KENYA

PRIVATE LIMITED COMPANY

SETTING UP

You can run your business as a Private Limited Company. This means the company:

 is legally separate from the people who run it.

has separate finances from your personal ones.

can keep any profits it makes after paying tax to KRA. Currently, you can run a one-man company (Section 102 of Companies Act gives provision for single member companies).

 A company is private company (as per Section 9 of Companies Act, 2015) if its articles

restricts a member’s right to transfer shares

 limit the number of members to fifty;

prohibit invitations to the public to subscribe for shares or debentures of the company

it is not a company limited by guarantee

its certificate of incorporation states that it is a private company.

 What you’ll require to do

To set up a private limited company you need to register with Registrar of Companies via e-citizen online portal under the category of “Business Registration Service”. This is known as ‘incorporation’

You will need the following

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 at least one director: 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 at least 18 years (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 a secretary:

Generally, you do not need a secretary for private company (only required if it has a paid-up capital of 5 million shillings or more – Section 243 of Companies Act,2015)

Details of the company’s Shares and shareholders.

Memorandum and articles of association. TAKE NOTE: The name of a private limited company must end in either ‘Limited’ or ‘Ltd’(Section 54 of Companies Act, 2015). A private company can only avoid using the word Limited’ or ‘Ltd’ only after receiving an exemption from the Cabinet Secretary (Section 55 of Companies Act, 2015)

Contact ocl business associates for company registration in kenya