Local share company · regional operations

Kenya — Company formation

One subscriber and at least one director are possible; at least one director must be a natural person. A branch follows a different route. Confirm form drafting, portal charges, director/shareholder PIN assistance, company tax onboarding, office term and initial BO submission individually. Accounting, mobile-money integration and permits are not automatically included.

01

Overview

  • Private company limited by shares

    One subscriber and at least one director are possible; at least one director must be a natural person. A branch follows a different route. Entity choice is confirmed against the ownership and intended activity; capital contributions are separate from service fees.

Good fit for

  • A BRS/eCitizen share company with separate tax onboarding and anniversary-based annual returns.
  • A local operating company or subsidiary with a documented commercial purpose

Limitations to plan for

  • Natural-person directors must be at least 18. A private-company secretary is required at paid-up capital of KES5 million or more, not for every small company.
  • BRS public pages differ on the incorporation invoice amount; confirm the actual portal charge rather than promising a fixed government-fee total.
  • BO tests include 10% shares/votes, director-appointment rights and significant influence/control; indirect and nominee holdings must be traced.
  • Management location, owner tax residence and operations abroad may create tax and reporting obligations outside the place of incorporation. No tax rate or exemption is assumed.

Banking

Banking application assistance is optional and separately quoted. Banks assess the owners, beneficial owners, activity, source of funds and local connection independently. Incorporation does not guarantee an account or remote identification.

02

Package and price

An independent licensed provider files the company; BDA coordinates. Final inclusions are confirmed in the written offer after KYC.

Usually part of formation

  • Name search and registration through the Business Registration Service (BRS)
  • Tax PIN with the Kenya Revenue Authority (KRA)
  • Registered office in Kenya

Optional, quoted separately

  • Company secretary, where required by size
  • Bookkeeping and accounting
  • Bank-account application support (KYC and application, no guaranteed approval)

Every year

  • Annual return to the BRS
  • KRA tax returns
  • Beneficial-ownership register updates

The annual return is made up by the incorporation anniversary or adopted alternative date and filed within 28 days; obtain director/secretary signature and retain the receipt. Keep accounts and assess audit/account-delivery requirements separately. BO register copies are due within 30 days of preparation and changes within 14 days—not a generic incorporation grace period. Office, qualified secretary, tax/payroll and licences require separate renewal scopes.

The local address or office is a legal requirement; whether the first period is included in the quoted price is confirmed in the written offer.

Corporate services after formation
03

Steps and documents

How formation runs

  1. 01

    Choose the domestic private-company route, activity, preferred names, capital and Kenyan registered office.

  2. 02

    Enter shareholders/directors and resolve their iTax onboarding, identity photographs and foreign-applicant access.

  3. 03

    Complete CR1/CR2, director-address and nominal-capital forms; download, sign and re-upload the generated documents.

  4. 04

    Identify beneficial owners, pay the assessed eCitizen invoice and obtain the certificate; scope company tax and operating permits separately.

Documents and requirements

  • Passport and proof of address for every owner, director and beneficial owner
  • Short CV or business background
  • Description of the activity, countries and expected flows
  • Evidence of source of funds
  • Natural-person directors must be at least 18. A private-company secretary is required at paid-up capital of KES5 million or more, not for every small company.
  • BRS public pages differ on the incorporation invoice amount; confirm the actual portal charge rather than promising a fixed government-fee total.
  • BO tests include 10% shares/votes, director-appointment rights and significant influence/control; indirect and nominee holdings must be traced.
04

Separate scope · not included by default

Optional corporate services

Nominee director

An appointed director serves on the company's governing body and has real statutory and fiduciary responsibilities. This is not simply a name on a register: decision-making powers, signing authority and reporting duties must be agreed lawfully.

Availability and price on request

A nominee director assumes an actual office and statutory duties. Ordinary company rules do not create a mandatory resident-director service; immigration and sector eligibility remain separate. No BDA appointment or tariff is confirmed.

Nominee shareholder

A nominee shareholder holds registered legal title to shares for an identified beneficial owner under a lawful, documented arrangement. Voting, dividends, instructions and transfer rights must be defined; this is a different role from a director.

Availability and price on request

Nominee holdings do not remove BO tracing or KYC. Share rights and instructions need valid documentation; this is distinct from a director or capital-triggered secretary. Availability and initial/annual fees are on request.

Beneficial-owner identification and bank/registered-agent KYC still apply. Nominee arrangements do not guarantee anonymity, an account, residence or a tax result. Availability, approvals and duties depend on local law and the provider's acceptance; some arrangements are unavailable or prohibited.

Banking application assistance

Business profile, ownership documents and application coordination. The bank makes its own decision; opening fees and ongoing bank charges are separate.

Registered office & company administration

Address, agent or secretary arrangements where required, corporate amendments and annual compliance coordination. The quote must state each service and period covered.

Incorporation is the easy part.

Most structures run into trouble later — at the bank, or with tax authorities. We plan for these from day one.
  1. The bank says no

    A company without a clear activity, substance or source-of-funds story is hard to bank. The account route is assessed before incorporation, not after.

  2. Tax residence follows management

    Where a company is managed and where its owners live can matter more than where it is registered. This is reviewed with qualified tax advisers.

  3. Permanent establishment

    Staff, offices or decision-making in another country can create a taxable presence there. The operating model is mapped early.

  4. Automatic exchange of information

    Under CRS and FATCA, account information is shared between many countries. Structures are designed to be transparent and compliant.

Questions

Which company type is used in Kenya?

Private company limited by shares: One subscriber and at least one director are possible; at least one director must be a natural person. A branch follows a different route. Entity choice is confirmed against the ownership and intended activity; capital contributions are separate from service fees.

Can a Kenya company open a bank account?

Banking application assistance is optional and separately quoted. Banks assess the owners, beneficial owners, activity, source of funds and local connection independently. Incorporation does not guarantee an account or remote identification. Banks decide independently. We prepare the application and explain likely options; no account is guaranteed.

Is the local tax rate my total tax?

No. Where the company is managed, where income arises, reporting rules and the owners’ own tax residence can create tax elsewhere. A qualified tax adviser reviews this before incorporation.

Is the starting price final?

No. It covers the simplest eligible case. Government fees, annual charges, VAT and third-party costs are confirmed in a written scope before payment.

Low or zero local tax is conditional

A local rate is not your total tax. Where the company is managed, where income arises, reporting rules and the owners’ own tax residence can create tax elsewhere. Your position is reviewed with a qualified tax adviser before incorporation.

Who files the company and how long does it take?

An independent local registered agent or corporate service provider, where required and suitably qualified. BDA coordinates. Timeline: Given after KYC review; depends on the registry and the provider.

Can ownership stay anonymous?

No. Beneficial owners are identified to providers and banks, and to registries where the law requires. Nominee services, where lawful, do not replace this disclosure.

Can a nominee replace beneficial-owner disclosure?

No. The director and shareholder roles are separate legal appointments. Beneficial owners must still be identified for applicable registry, agent and bank checks. Neither service is automatically available or included in formation.

Discuss a Kenya company

Tell us the activity, owners and where you live. We reply with a first view and the next step.