How to Register a Limited Company in Kenya in 2026 (Step-by-Step)
How to Register a Limited Company in Kenya
A private limited company is a separate legal entity: it can own property, sign contracts, borrow and be sued in its own name, and shareholders' personal assets are protected from company debts. It is the right structure for businesses that want to grow, raise investment, bid for larger tenders or hold assets like land.
What You Need
- Proposed company names (two or three options)
- At least one director, who must be a natural person
- At least one shareholder (can be the same person as the director)
- IDs, KRA PINs, email addresses and phone numbers of all directors and shareholders
- Passport photos of directors (as required on the portal)
- The registered office address
- The share capital and how shares are allocated
- Details of beneficial owners - the individuals who ultimately own or control the company
Cost
The government cost of registering a private limited company on eCitizen is about KES 10,650, depending on the share capital and services selected. Name reservation is a small additional fee.
Step-by-Step
- Log in to eCitizen and open the Business Registration Service.
- Reserve a name - submit your options and wait for approval.
- Choose Private Limited Company Registration and attach the reserved name.
- Enter the company details: registered office, nature of business and share capital.
- Add directors and shareholders with their details and shareholdings. Each person may receive a request to confirm their participation.
- Add beneficial ownership information.
- Use the standard memorandum and articles of association or upload your own.
- Pay and submit.
- After approval, download the Certificate of Incorporation and the CR12 (the record of directors and shareholders). A company KRA PIN is generated during registration.
Timeline
Most private companies are registered within a few working days of submission if documents are in order.
Ongoing Compliance
- File annual returns with BRS every year.
- File monthly and annual tax returns with KRA, and register for eTIMS.
- Keep the beneficial ownership register updated.
- Get the relevant county business permit.
- Register with the ODPC if you process personal data and do not qualify for exemption - see our ODPC guide.
- Keep minutes of directors' and shareholders' resolutions.
Business Name or Company?
If you are testing an idea alone with low risk, a business name is cheaper and simpler. If you have partners, investors, significant contracts or assets, a limited company is usually worth the extra cost.
Shares, Share Capital and Ownership
Share capital is the total nominal value of shares the company issues. Many small companies start with a modest share capital - for example 100 shares at KES 1,000 each - divided among the founders according to their agreed ownership. Share capital affects the registration cost slightly but does not need to be paid into the bank on day one in the way some people assume. What matters most is that shareholding reflects the founders' real agreement.
For companies with several founders, sign a shareholders' agreement covering:
- How decisions are made and which need unanimous approval
- What happens if a founder leaves, dies or wants to sell
- How new investors are brought in
- Dividend policy
- Dispute resolution
Directors' Duties
Directors must act in good faith in the company's interests, avoid conflicts of interest, exercise reasonable care, and keep proper records. Directors can be personally liable in some situations, such as unremitted statutory deductions or trading recklessly while insolvent. Being a director is a responsibility, not just a title.
Company Secretary Requirements
Private companies with a paid-up capital below the statutory threshold are not required to appoint a company secretary, though many still use one to manage filings. Larger private companies must appoint a qualified company secretary. Check the current threshold under the Companies Act.
Timeline at a Glance
| Step | Typical time |
|---|---|
| Name reservation | Same day to a few days |
| Registration submission | One to two hours |
| Approval and certificate | A few working days |
| Bank account opening | One to two weeks after incorporation |
Opening a Company Bank Account
Banks typically ask for the certificate of incorporation, CR12, memorandum and articles, company KRA PIN, directors' IDs and KRA PINs, a board resolution to open the account and proof of the company's address. Some banks also want the directors to appear in person.
Annual Returns and Penalties
Every company must file an annual return with BRS each year. Late filing attracts penalties, and long-term failure can lead to the company being struck off. Set a reminder for the anniversary of incorporation.
Common Mistakes
- Allocating shares casually without a shareholders' agreement.
- Mixing company and personal money, which undermines limited liability.
- Forgetting beneficial ownership updates when shareholding changes.
- Ignoring annual returns because the company is not yet trading.
Frequently Asked Questions
Can one person register a company in Kenya? Yes. A private company can have a single director who is also the only shareholder.
Can foreigners register a company in Kenya? Yes. Foreign nationals can be directors and shareholders, with passport details and additional documentation.
What is a CR12? It is the official record from BRS listing the company's directors, shareholders and shareholding. Banks, tender committees and partners often ask for a recent CR12.
Do I need an office to register a company? You need a registered office address where official notices can be received. Many small companies use a serviced or shared office address.