In line with the digitization efforts of the country and the recent enactment of the Companies Act 2015, incorporation and registration of companies must now be carried out through a government web based platform known as E-Citizen. One is therefore required to register their bio-data on this platform as a user to be able to access companies’ registry services such as name search and reservation, business name, limited liability partnership registration and company incorporation.
To apply for registration, the applicant will fill in an electronic form with information regarding the proposed company. The applicant therefore must have all the required details before attempting to fill in the application.
The procedure is as below:
1. Apply for a name search and reservation in the manner provided;
2. Apply for registration of the company by providing these details:-
i) The liability of the company, as well as information regarding the target business date commencement, number of employees on this date and the target accounting period.
ii) The details of the company ownership structure where one will state whether the company is a subsidiary of a local or foreign company and the details regarding the principal holding company.
Please note that registration of foreign companies is still carried out by presentation of the foreign charter documents at the companies’ registry with the relevant statutory forms for compliance.
iii) Further information regarding the physical address of the proposed company which must now include the county, district, locality, contact details as well as the proposed directors’ mobile phone numbers.
iv) Information regarding the objectives of the company. The Companies Act, 2015 has introduced an amendment regarding filing of objectives wherein a company can opt for unrestricted objectives or can restrict its objects by preparing its own memorandum of objectives.
Take note that there are various approvals that are needed for proposed companies that will be venturing into higher education, financial services and gambling.
v) Identify the company’s tax obligation by selecting their business activities for revenue declaration purposes amongst a list provided by the Kenya Revenue Authority in the platform. This is a new addition to the incorporation process in that the proposed company must have foresight into the sector they will be transacting in.
Please take note an online application on the KRA website is still necessary for the PIN application.
vi) Provide information regarding the company’s shareholding structure and allocation of shares as well as the directorship. The details of the proposed directors will include their phone numbers, email addresses and residential address, which is a new introduction under the Companies Act, 2015.
Once the above is complete, the applicant must upload relevant supporting documents for the shareholders and directors which are:
1. Recent passport-sized photos;
2. Copies of national identity cards or passports; and
3. Kenya Revenue Authority (KRA) issued PIN certificates.
With the introduced changes, the procedure for incorporation of a company is now straight forward and with every click of a button, it becomes easier and faster to have your own entity. Stamp duty on the nominal capital of the company is no longer applicable and instead a flat fee payable upon application for registration.
It is also useful to know that the e-citizen platform also provides for the registration of business names, and will soon provide for limited liability partnership registration on the same platform.