Prepared and reviewed by Edward Omondi Ochieng · Information checked: .
Company registration: quick answers
Register a foreign-owned Kenyan private limited company or subsidiary through BRS on eCitizen. The published government fee is KES 10,650 and registry target is 3–5 days. BIEA provides separately quoted preparation, filing and market-entry support.
Setting up from overseas? Check the foreign-founder requirements for a new Kenyan company or subsidiary.
What BIEA handles for overseas founders
- Choose the route: confirm a new Kenyan company, corporate-owned subsidiary or separate foreign-branch application.
- Prepare a consistent file: reconcile founder records, share allocations, beneficial owners and resident-contact arrangements.
- Manage the filing: coordinate generated forms, signatures, submission, Registry queries and incorporation handover.
- Plan the next approvals: scope KRA, banking readiness, licences and immigration separately around the intended activity.
See the deliverables and quotation scope. Our Nairobi office is at Kose Heights, Argwings Kodhek Road, Kilimani.
Download the foreign-founder checklist (PDF) · Read an anonymised company and Class D permit case, with its contracting-entity attribution.
Cost
KES 10,650 published BRS fee
The BRS fee schedule lists this amount. Other official guidance differs; check the fee explanation.
Processing time
3–5 days: registry target
The BRS schedule gives this target. Preparation, queries and later business setup can take additional time.
Requirements
Names, founders, address and shares
Prepare 3–5 preferred names, the activity, a Kenyan registered office and director, shareholder and beneficial-owner details.
Documents
Identity records and signed forms
Prepare IDs/passports, recent photos and tax details as applicable. BRS lists CR1, CR2, CR8 and a capital statement.
Process
Apply through eCitizen/BRS
Enter details, review and sign the generated documents, submit and pay as prompted, then monitor the application.
Outcome
Certificate of Incorporation
Incorporation establishes the company. Tax, banking, operating licences and immigration need their own follow-through.
Application and document guidance: BRS registration FAQ, page 1; registry fees, forms and outputs.
How much does it cost to register a company in Kenya?
The published BRS fee is KES 10,650 for a private limited company. Professional support and post-incorporation services are quoted separately. BRS fee schedule.
| Cost item | Amount / position | Scope |
|---|---|---|
| Private limited company registration | KES 10,650 on current BRS fee schedule | Registry incorporation filing and Certificate of Incorporation output. |
| BIEA professional filing support | Written quotation based on ownership and scope. | Agree preparation, filing, query response and document handover. The BRS charge is separate; VAT, other charges and payment stages must be stated in the quotation. |
| Post-incorporation setup | Separate | KRA, bank onboarding, county permits, sector licences, immigration and other operational requirements are separate from the BRS incorporation fee. |
Request an itemised quote showing government charges, professional fees, VAT where applicable, third-party costs, payment stages and the services included.
Why do official sources show different fees?
The BRS fee schedule lists KES 10,650; the BRS FAQ lists KES 10,750. These published sources differ by KES 100. Check the live eCitizen/BRS invoice and ask BRS to clarify any unexplained charge before paying.
What is the lowest-cost way to register?
Professional assistance is optional. For a straightforward company, you may apply directly through BRS/eCitizen and pay the registry invoice. Compare assisted-registration quotes using the same scope.
A business-name registration is a different legal structure, not a discounted limited company. Check the structure comparison before choosing solely on price.
Company registration in Kenya for foreigners
Foreign individuals and overseas companies can be shareholders in a Kenyan private limited company. Full foreign ownership is possible where the intended activity has no sector-specific Kenyan participation requirement. Check ownership and licensing conditions before settling the structure. A Kenyan subsidiary is a new legal entity; a foreign company branch registers the existing overseas parent.
Start with Companies Act sections 11–16 and 128–131 and the KenInvest local-company procedure for foreigners. Sector requirements need a separate check.
| Your objective | Route and output |
|---|---|
| A new Kenyan company owned by foreign individuals or an overseas company. | Kenyan private limited company / subsidiary. Certificate of Incorporation. This page covers that route. |
| The existing overseas parent itself will carry on business in Kenya. | Foreign company branch. Certificate of Compliance. A local representative is required under the branch framework. |
Do you need a Kenyan shareholder, director or company secretary?
These are different roles. Foreign ownership alone does not make a Kenyan shareholder or a company secretary compulsory for an ordinary private company. The company must still meet the director, secretary, registered-office and resident-contact rules below, together with any sector conditions.
| Company position | What to arrange |
|---|---|
| Paid-up capital is KES 5 million or more. | A company secretary is required for a private company under section 243. |
| Paid-up capital is below KES 5 million and the company has a resident director. | The capital threshold does not make a secretary compulsory. Keep director and registered-office particulars current. |
| The company has neither a company secretary nor a resident director. | Section 243A requires a natural-person contact person with a permanent residence in Kenya, notification to the Registrar and access to the required company records. |
Sources: Companies Act, section 243, read with the 2023 amendment introducing section 243A. The contact-person test concerns residence and record access; it is not a requirement to give someone shares.
What should foreign founders prepare?
| Founder type | Prepare for document review |
|---|---|
| Foreign individual shareholder or director | Passport, recent photograph, residential and contact details, proposed share allocation and relevant tax-registration details. Confirm the portal and KRA route early if a founder has no Kenyan PIN. |
| Overseas company shareholder | Current incorporation and constitutional records, company address, ownership chain and natural-person beneficial-owner details, plus the authority of the person signing for that shareholder. Check certification and translation requirements against the actual documents before incurring overseas costs. |
| All directors based outside Kenya | A Kenyan registered office and the appropriate secretary or section 243A resident-contact arrangement, alongside consistent director and shareholder records. |
This is a preparation checklist, not a claim that every document needs notarisation. BRS/eCitizen generates the application-specific forms and may request additional information. The BRS FAQ says directors/shareholders should be registered on iTax; foreign-founder tax and portal arrangements should be checked before filing.
Can you register from outside Kenya?
The incorporation application is online. Before proceeding remotely, confirm the applicant account, identity and tax checks, signing requirements, registered office and resident-contact arrangements. Online incorporation does not guarantee remote bank-account opening. Each bank applies its own onboarding checks.
Request a quote for your foreign-owned Kenyan company using your business activity, founder nationalities and ownership structure.
What should foreign founders agree before incorporating in Kenya?
Agree ownership, funding and control before generating the incorporation forms. These decisions help the filing reflect the intended business, particularly where an overseas company or several investors will hold shares.
- Ownership and funding: agree the shares each founder takes and distinguish share subscriptions from any shareholder loans.
- Directors and decisions: identify the directors, signing authority and decisions that need shareholder approval.
- Business assets: agree how intellectual property, equipment and existing contracts will be owned or transferred.
- Future changes: discuss new investment, share transfers, founder departures and how disagreements will be resolved.
Illustrative corporate-shareholder check
If an overseas parent will own the Kenyan subsidiary, reconcile the parent’s legal name, signing authority and subscription with the Kenyan filing. Trace through the parent’s ownership and control records to identify the natural persons who meet the beneficial-owner tests. This example illustrates a filing check; it is not a client case.
Company Registration Requirements and Documents
Prepare the company particulars, founder records and signed forms below. A single person may be both the sole shareholder and sole director, subject to the applicable statutory and sector requirements.
| Requirement | What to prepare | Why it matters |
|---|---|---|
| Company identity | Three to five preferred names in priority order and a clear business activity. | Name review is integrated with the registration application. |
| Registered office | A physical registered-office address in Kenya plus contact details. | The company must maintain a registered office for official communications. |
| Directors | Full legal names, ID/passport copies, nationality, dates of birth, residential/service addresses and contacts. | A private company needs at least one director; at least one director must be a natural person. |
| Photographs and tax details | Recent colour passport photographs and the relevant director/shareholder iTax details. | BRS requests photos and iTax registration. Confirm the applicable tax and portal route for foreign participants. |
| Shareholders / subscribers | Identity/entity particulars and the shares each subscriber will take. | Kenyan law permits single-member companies, but the ownership must be correctly recorded. |
| Share capital | Class, number and nominal value of shares and allocation to each shareholder. | The capital statement and ownership figures must reconcile. |
| Beneficial ownership | Natural persons who meet the ownership/control tests, including identification and control particulars. | The Beneficial Ownership Regulations apply a 10% ownership/voting threshold and also capture appointment rights or significant influence/control. |
| Secretary / contact person | Secretary or Kenya-resident contact details where required by the company’s structure. | Use the secretary and resident-contact decision table before filing. |
| Signed filing documents | CR1, CR2, CR8 and Statement of Nominal Capital, plus any beneficial-ownership or other documents generated or requested in the application. | Download from the application, check the details, sign where required, and upload clear copies. |
There is no universal KES 100,000 minimum share capital for an ordinary private company. Record the actual share structure accurately; regulated activities may have separate capital requirements. See the share-capital example.
Legal basis: Companies Act, sections 13–16, 128–131 and 243; 2023 amendment introducing section 243A. Beneficial-owner tests are summarised in the BRS FAQ, page 5.
Download the foreign-founder registration checklist
Use the two-page checklist to prepare founder decisions, individual or corporate-shareholder records, ownership details, signing arrangements and the next setup steps. The document requirements are also explained on this page.
Start an enquiry with a short business brief. Identity documents are not needed for the first contact.
What are CR1, CR2, CR8 and the capital statement?
Check the documents generated for your application before signing and uploading them:
- CR1: the application to register the company.
- CR2: the model memorandum for a company with share capital.
- CR8: notice of a director's residential address. Keep this distinct from the company's registered office.
- Statement of Nominal Capital: the share structure and subscription figures, which must agree with the ownership entered in the application.
Sources: BRS form definitions and the private-company filing list. Complete any additional documents the live application requires.
Need help preparing the filing?
Share your business activity and ownership structure for an itemised quotation. See the scope to agree before filing.
Register online through BRS/eCitizen: 8 steps
-
Confirm the right legal structure
Use this process for a new Kenyan private company limited by shares. Check the structure guide below if you need a business name, LLP, company limited by guarantee, public company or foreign branch.
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Prepare 3–5 preferred names
BRS asks for a minimum of three and a maximum of five preferred names, in priority order. Name review forms part of the incorporation application; prepare genuine alternatives.
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Set the ownership and share structure
Confirm the subscribers/shareholders, number and class of shares, nominal value and allocation before the filing. The figures must reconcile across the application and generated documents.
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Prepare directors and beneficial owners
Collect identification, addresses and contact information. A private company must have at least one director, and at least one company director must be a natural person.
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Complete the BRS application
Open the official BRS website and follow its Online Services link to eCitizen. Select Companies Registry and the private limited company application. Enter the activity, Kenyan registered office, directors, shareholders, shares and beneficial-owner information required by the portal.
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Generate, sign and upload the forms
The current BRS fee schedule lists CR1, CR2, CR8 and the Statement of Nominal Capital for a standard private limited company filing. Follow the forms and prompts generated by the live portal.
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Pay and submit
Verify the details, submit and pay in the order prompted by the live portal. Keep the application reference and payment record, and monitor the dashboard.
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Respond to queries and download the certificate
If the Registrar raises a correction, resolve it promptly. Once approved, download and retain the Certificate of Incorporation and the company records needed for the next setup steps.
Official workflow: BRS FAQ, page 1. Filing documents: BRS forms.
Which company or business structure should you register?
A business name, LLP and foreign branch use different registration routes. For a new company with shares held privately by its founders, use the private limited company process above.
| Structure | When to consider it | Registration route |
|---|---|---|
| Private company limited by shares | A separate Kenyan company owned by one or more shareholders. | This guide. |
| Public limited company | A structure intended to offer shares to the public, subject to the applicable rules. | Public-company application; additional governance requirements apply. |
| Company limited by guarantee | A company with guarantor members instead of share capital. | Guarantee-company registration. |
| Business name | A trading name for a sole proprietor or ordinary partnership; it does not create a separate company. | Business-name application. |
| Limited liability partnership (LLP) | A separate partnership structure under the LLP framework. | LLP application. |
| Foreign company branch | An existing overseas company itself carrying on business in Kenya. | Foreign-company registration. |
Compare the entity types registered by BRS. A company's registration does not replace the permits required for its activity.
How long does it take to register a company in Kenya?
BRS publishes a 3–5 day processing target for private limited company registration. Preparation, corrections and post-incorporation approvals have separate timelines. BRS fee and time schedule.
| Stage | Planning position | Main risk |
|---|---|---|
| Pre-filing preparation | Depends on how quickly the founder information is complete and internally consistent. | Unsettled ownership, missing IDs/passports, unclear registered office or incomplete beneficial-owner data. |
| Registrar review | 3–5 days on the current BRS schedule for a complete filing. | Name objections, document/signature problems, ownership inconsistencies or Registry queries. |
| Certificate of Incorporation | Issued after approval. | Outstanding corrections or portal issues. |
| Tax, banking and licences | Separate timelines. | Different agencies, bank KYC, county permits, sector licences or immigration requirements. |
Pre-filing checks to reduce avoidable corrections
Check the complete ownership and identity record before submission. This is BIEA’s practical filing checklist, not a registry rejection-rate table.
| Check | Common avoidable issue | Better filing position |
|---|---|---|
| Names and identity | Director/shareholder names differ from the ID or passport. | Use the exact legal spelling and order consistently across the application and signed documents. |
| Shares and capital | Share numbers, nominal value, total capital and allocations do not reconcile. | Check the arithmetic and ownership percentages before generating the final forms. |
| Beneficial ownership | The filing stops at a corporate shareholder and does not identify the relevant natural persons. | Trace the ownership/control chain and capture the natural persons who meet the applicable tests. |
| Addresses | The registered office and directors’ residential/service addresses are mixed up. | Use each address for its correct statutory purpose and keep the details consistent. |
| Signatures and uploads | Unsigned generated forms, incomplete scans or unreadable uploads. | Check every generated document, signature requirement and attachment before submission. |
| Foreign founders | Passport, nationality, address or ownership details conflict across the file. | Keep the foreign founder’s identity and ownership chain internally consistent and confirm any additional tax/contact requirements. |
| Regulated activity | The company is incorporated with a structure that later conflicts with sector ownership, capital or licensing rules. | Check the relevant regulator’s entry requirements before finalising the ownership and capital structure. |
A routine self-filing may be reasonable where
- The ownership is simple.
- The founders are individuals with clear ID records.
- There is one ordinary class of shares.
- The business is not regulated.
- The beneficial ownership is obvious and direct.
A pre-filing review is more valuable where
- A shareholder is a foreign company.
- There are several investors or complex ownership percentages.
- Beneficial ownership is indirect.
- The activity is regulated.
- Banking, tender, investment or immigration deadlines matter immediately after incorporation.
What must a foreign-owned Kenyan company arrange before starting operations?
Use the Certificate of Incorporation as the starting point for operational setup. Complete the workstreams relevant to the activity, premises, staffing and foreign founders’ roles.
| Workstream | What to check | When to address it |
|---|---|---|
| Company records and tax profile | Retain the certificate and filed records, check the company KRA PIN and activate the tax obligations applicable to the business. | After incorporation, before transactions requiring the PIN. |
| Electronic invoicing / eTIMS | Check the applicable KRA eTIMS solution or invoicing arrangement, including buyer-initiated invoicing where relevant. | Before invoicing customers or recording business purchases. |
| Bank account | Prepare ownership, signatory, identity and business records, plus a current official company search where the bank requests it. | Plan early; each bank applies its own onboarding checks. |
| County and sector licences | Identify the permits for the premises and actual business activity. | Before commencing the activities requiring approval. |
| Staff and foreign personnel | Arrange applicable employer and payroll registrations; assess the appropriate investor or work-permit route for foreign personnel. | Before employment or work requiring the relevant registration or permission. |
| Brand and company governance | Consider trademark protection; keep member, director and beneficial-ownership records current and diarise BRS annual returns separately from KRA tax returns. | During setup and throughout the company’s operation. |
Official guidance: KRA company PIN registration, KRA eTIMS and invoicing arrangements and BRS annual-return filing guidance. Scope assistance with these workstreams separately from the incorporation filing.
Company registration support from BIEA
BIEA coordinates company and subsidiary formation for foreign individuals and overseas corporate shareholders, and also assists Kenyan founders. We review the intended activity and ownership before agreeing the filing and any follow-on market-entry work. Contact our Nairobi office.
Your quote identifies the work and deliverables before payment. Fees depend on the shareholder structure, corporate records, required preparation and selected setup services. The quote separates government charges, professional fees, VAT treatment, third-party costs and payment stages.
| Workstream | Scope to agree in the quotation |
|---|---|
| Before filing | Entity-route review; founder and corporate-shareholder records; shares, beneficial ownership, registered office and resident-contact requirements. |
| BRS/eCitizen filing | Application preparation, coordination of generated forms and signatures, submission and responses to Registrar queries within the agreed mandate. |
| Incorporation handover | Certificate of Incorporation and the completed incorporation records. Agree separately whether an official company search / CR12 is included. |
| Additional setup | KRA assistance, banking-readiness support, registered-office arrangements, licences, immigration and ongoing compliance only where included in the written scope. |
Registrar approval, bank onboarding and immigration decisions remain with the relevant authority or institution. A filing quotation is not an assurance that every operational approval is included.
FAQs: Registering a Company in Kenya
Can one person own and direct a company?
Yes. One person may be both sole member and sole director. At least one director must be a natural person aged 18 or over.
Is a company secretary compulsory for every private company?
A secretary is required at KES 5 million or more paid-up capital. Where there is neither a secretary nor a resident director, check section 243A’s contact-person requirement. See the decision table and statutory sources.
Is CR12 a company registration application form?
An official company search is commonly called CR12. Separately, Form CR12 concerns a secretary’s residential address. Standard private-company incorporation uses the published CR1, CR2, CR8 and capital-statement filing list. See the document definitions.
Do I pay nominal share capital to BRS?
No. Nominal capital is the face value of shares; the registration charge is separate. Paid and unpaid subscription declarations must reflect the actual arrangements. See the example.
Can a foreigner register a company without travelling to Kenya?
The incorporation application is online. Confirm identity, tax, signing, registered-office and resident-contact arrangements before filing. Bank onboarding has its own checks, and incorporation does not confer immigration permission. See foreign-founder requirements.
What should I do if BRS queries my application?
Identify the exact correction requested, amend the affected entries or documents, and upload corrected signed records where needed. Keep the application reference and monitor the dashboard.
How much does BIEA charge for company registration?
BIEA provides an itemised quotation based on the founders, ownership and services required. It separates professional fees, government charges, VAT treatment, third-party costs and payment stages. Review the service scope.
Can a foreign company own a Kenyan subsidiary?
Yes, subject to applicable sector requirements. Prepare the overseas company’s records, signing authority and natural-person beneficial-owner information. A foreign branch follows a different route.
Is there a universal KES 100,000 share-capital requirement?
No universal KES 100,000 minimum applies to an ordinary private company. Record the actual share structure; sector, immigration and investment-certificate requirements need their own assessment.
When should foreign co-founders agree their governance arrangements?
Before filing, agree ownership, funding, director roles, decision-making and how future changes will be handled. Use the founder-decision checklist and identify any separate legal review needed.
Does incorporation include eTIMS, banking and operating licences?
These are separate setup workstreams with their own checks. Confirm what assistance is included in your quotation and use the post-incorporation action checklist to plan them.
References: Companies Act, section 243A amendment, BRS fee schedule and BRS application guidance.
Official sources and further guidance
Request a foreign-owned company setup quote
Tell us these four things so we can scope the work:
- Your intended business activity in Kenya.
- The founders' nationalities and whether shareholders are individuals, companies or both.
- The number of directors and shareholders, and proposed ownership percentages if agreed.
- Any additional support: registered office, KRA, banking, licences or immigration.
Send the four points above. We review the route and missing information, then provide a written scope and itemised quotation. Filing starts once the scope is agreed and the required records and payment are ready. Passport copies are not needed for the first enquiry.
BIEA · Kose Heights, Argwings Kodhek Road, Kilimani, Nairobi · Contact and office details