Kenya’s vibrant economy and strategic location make it an attractive destination for foreign investors. But navigating the intricacies of company registration and operation can be daunting. This guide simplifies the process, equipping you with the knowledge to confidently establish and run your business in Kenya.

At Norebase, we understand navigating this environment requires dedicated expertise and integrated technology solutions. That is why AutoComply, combined with Norebase’s business registration services, form a comprehensive offering to simplify your compliance globally. By ensuring adherence across legal, tax and regulatory requirements, we aim to help businesses unlock Kenya’s opportunities while focusing on their core growth objectives.

What Are the Business Structures in Kenya?

1. Business Name: This is the simplest approach, allowing individuals to operate solo under their chosen business name. However, it doesn’t confer legal separation, and the proprietor bears full personal liability for business debts.

2. Private Limited Company: A popular choice for entrepreneurs, this structure shields its owners’ personal assets from business liabilities. They are limited to the unpaid amount on their subscribed shares. However, membership is capped at 50 and public offerings are restricted.

3. Public Limited Company: Open to public share subscriptions, these companies offer greater capital-raising potential but come with increased regulatory compliance and public disclosure requirements. They require a minimum of 7 shareholders and 2 directors, with no upper limit on member numbers. Their name must include “Public Limited Company” or “PLC.”

4. Company Limited by Guarantee: Primarily preferred by non-profit organizations, this structure uses guarantees from members instead of share capital. Their liability is limited to their agreed contribution upon liquidation.

5. Limited Liability Partnership (LLP): Combining elements of companies and partnerships, LLPs grant individual liability protection for partners’ actions. They function as separate legal entities, taxed through individual partners’ income.

6. Limited Partnership: Comprising at least one general partner with unlimited liability and one limited partner with liability capped at their investment, this structure can attract both active management and financial contributions.

7. Foreign Company: Branch offices of foreign companies registered outside Kenya fall under this category. They require establishing a local place of business and adhering to specific regulations.

Requirements for Foreigners Who Want to Set up Kenyan Entities

The application process can be long and cumbersome, so you require expert assistance to avoid chances of rejection after a lot of effort is put into the process.

To register a limited liability company (LLC) in Kenya a foreigner needs:

1. Minimum one director and shareholder
2. A Kenyan director or company secretary.
3. A registered office within Kenya (both physical and postal address).

Appoint a local director: This means that at least one member of the company’s board of directors must be a Kenyan citizen or a foreign national with a valid work permit and residency permit in Kenya. This local director plays a crucial role in ensuring compliance with Kenyan laws and regulations and acts as a liaison between the company and the government.

Appoint a local certified company secretary: This option allows foreign nationals to operate without having a local director on the board. However, they must appoint a local certified company secretary who fulfils similar responsibilities to a local director. The company secretary must be a member of the Institute of Certified Public Secretaries of Kenya (ICPSK) and have relevant experience in corporate governance and compliance.

Norebase streamlines the registration process. Simply sign up on Norebase and provide the following:

• Proposed name of the company (3 options)
• Notarized copies of incorporation documents of parent company
• Proposed nature or objects of the company
• Proposed registered address (local address is required)
• Detailed information on directors and shareholders of the company (minimum of 1 shareholder and 2 directors)
• Details of beneficial owners of parent company
• Nominal authorized share capital (recommended share capital of 100,000 KES)
• Company Secretary (this is required only where the share capital is above 5,000,000 KES)
• Notarized copies of passports of directors, shareholders and beneficial owners of parent company
• Digital copies of passport photographs of directors, shareholders and beneficial owners of the company

After submission of the required information, await approval and issuance of the registration documents of the newly registered company and once the incorporation process is completed, Norebase can help you with the following:

• Virtual Mailing Address
• KRA PIN for 1 director or company
• Annual Nominee Director Subscription 
• Annual Company Secretary Subscription
• Corporate Bank Account Opening

Obtaining a Work Permit in Kenya

It is illegal for a non-Kenyan to conduct business or trade in Kenya without a valid Business Investor Permit. An investor registered with the Kenya Investment Authority can obtain an Investment Certificate upon request.

Following the recent regulations by the Central Bank of Kenya (CBK) guiding the operations of foreign nationals in Kenya, all non-Kenyan nationals are required to obtain work permits to be able to open and operate bank accounts in Kenya. 

Although there are different types and classes of work permits available to foreigners, the Employee (Class D) and Investor (Class G) permits are usually the most favorable for foreigners. Both permits have a 2-year validity period and are further renewable for extra 2 year periods. We however recommend the Employee Permit as it is faster to obtain with reduced requirements and regulatory nuances. 

The investor permit requires proof of an investment of $100,000 into a Kenyan bank account as well as proof of the applicant’s direct ownership of the Kenyan entity by a minimum of 50% shareholding.

The list below contains detailed information for obtaining a work permit in Kenya.

• Documentary proof of capital to be invested/already invested (minimum of 100,000 US dollars or its equivalent) (for Investor Permit only)
• Proof of deposit of non-refundable security bond 
• Certificate of incorporation certificate of the Company
• Police Clearance Certificate from country of origin (for Investor Permit)
• Memorandum and articles of association
• Certificates of compliance from the Kenya Revenue Authority (KRA) for the applicant and company 
• Notarised copies of academic and professional certificates for the applicant
• Notarised copy of passport biodata page
• Passport photo with white background
• Notarised copy of employment letter for the applicant (for Employee Permit only)
• Notarized copy of CV of the applicant 
• Notarised copy of recent bank statement (for Investor Permit)

Staying Compliant with AutoComply

AutoComply was created to transform the way compliance is currently done by eliminating the burden of managing compliance tasks on calendars and spreadsheets. AutoComply’s features are:

1. Seamless Discovery Dashboard

AutoComply’s discovery dashboard visualizes the specific requirements for your company by itemizing and displaying obligations relevant to your company based on its country of incorporation, company type, and industry. It also supports multi-company discovery, allowing users to switch between companies or view all obligations at once through the obligation planner view.

2. Automated Task and Sub-task Tool

AutoComply addresses human errors and missed deadlines when collating and maintaining data and forms by enabling collaborative document completion. Admins can assign specific tasks for obligations to team members, and AutoComply automatically generates the necessary documents for submission to regulatory authorities or government agencies.

3. Alerts via Email, Slack, and Teams

AutoComply helps teams stay informed and ensure timely compliance by sending upcoming obligations with real-time alerts via email, Slack, and Microsoft Teams. Users also receive email summaries of all pending obligations.

4. Document Management System

AutoComply assists teams in managing documentation by automatically archiving them in smart folders matching the obligation, reference, and month of generation. Users can also create their own folders and upload external documents.

5. Ancillary Features like PEP and Sanction Screening

In addition to standard compliance obligations, some companies may need to handle specific tasks such as Politically Exposed Persons screening or monitoring sanction watch lists for their customers. AutoComply offers the capability to perform these functions through a third-party integration with a global Know-Your-Customer (KYC) provider as part of its comprehensive suite of services.

Norebase is a leading provider of company registration and intellectual property services across key global jurisdictions. Our team of legal experts and local partners ensure the highest quality of service delivery. Whether you need to register your business in Ghana, the UK, US or elsewhere, Norebase handles the entire process seamlessly.

Get Started with AutoComply today