1. Do I have to register my foreign Company before commencing operations in Kenya.
It is illegal to operate a foreign company in Kenya unless it is registered in Kenya under the Companies Act, 2015. 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.
2. How do I register a foreign Company in Kenya?
The first step is to lodge an application for registration as a foreign company with the Registrar through the E-Citizen platform https://www.brs.ecitizen.go.ke/ and pay the current registration fee.
The following information and documents are required to be submitted in addition to payment of the fee:
- a completed Form FC 2 (Application for registration as a foreign company)
- a certified/notarized copy of the company’s certificate of incorporation or registration in its place of origin (or similar document). If the company’s certificate of incorporation and charter is not in English, a certified translation should be provided.
- a certified/notarized copy of the company’s constitution, the Charter, Statutes, Articles or other instruments defining the constitution of the company or the equivalent, If the company’s constitution is not in English, a certified translation should be provided.
- a list containing the names and personal details of the directors and shareholders of the company.
- A Certified/notarized/ memorandum executed by or on behalf of the company stating the powers of any directors who (a) reside in Kenya and (b) are members of a local board of directors.
- If applicable, particulars of each existing charge on the property of the company [by completing Form CR 25 as well as a certified copy of the document creating or evidencing the charge (in circumstances where such charge would have been registrable had the company been formed and registered under the Companies Act, 2015).
- notice of the company’s registered office its place of origin or, if it does not have such an office, its principal place of business in its place of origin by providing this information on Form FC 2.
- Names and postal addresses of one or more persons resident in Kenya authorized to accept, on behalf of the company, service of notices required to be served on the company
- Full address of place of business in Kenya.
- Safeguards against the disclosure of a natural person’s residential address where this information is required to be provided by the company
- A 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.
3. Is a local Representative a requirement?
Yes. A foreign company may not be registered in Kenya unless it has at least one local representative. A local representative may be any person of the company’s choice but must be resident in Kenya. A local representative is always required to be present at the registered office of the company in Kenya when the office is open. The name and particulars of the local representative must be stated in the application for registration form.
Local representatives are responsible for ensuring compliance by the company with all requirements under the Companies Act, 2015 and may be personally liable for any penalty imposed on the company for contravention of or non-compliance with the Act. It is an offense for a foreign company to carry on business in Kenya for more than 21 days without a local representative.
- What about the name of the company?
You may register a foreign company using its corporate name (its name under the law of its place of incorporation) or an alternative name under which it proposes to carry on business in Kenya. If an alternative name is registered it is treated for Kenyan legal purposes as a company’s corporate name [and must be used on any forms that ask for the ‘company name’].
There are controls and restrictions which apply to your choice of company name. These are explained more fully in our practice note PN/01 – Incorporation of Companies.
- When is registration effected?
Once satisfied with the application, the Registrar will issue and sign a certificate of compliance stating:
- the name of the company and its identifying number
- that the company is registered as a foreign company under the Companies Act, 2015 and the date of such registration
- the date of incorporation of the company in its place of origin
The certificate of compliance is conclusive evidence of compliance with the requirements of registration as a foreign company under the Companies Act, 2015.
