Requirements, Nominee Director, KRA PIN, Post-Incorporation and compliance.
Kenya — East Africa’s fastest-growing business hub — attracts foreign investors for its stable macro-economy, modern legal frameworks, improved digitized registration through the Business Registration Service (BRS) on eCitizen, and access to continental markets via the African Continental Free Trade Area (AfCFTA) and the East African Community (EAC). A Private Limited Company (Ltd) is the preferred structure for foreigners because of limited liability, operational flexibility, and the ability to hold 100% foreign ownership in most sectors.
Key benefits of a Private Limited Company for foreign owners
- Limited liability — personal assets are protected from company liabilities.
- Full foreign ownership — permitted in most sectors except a few regulated industries (security, certain media, defence-related services).
- Tax incentives — preferential rates in SEZs, EPZs and NIFC regimes.
- Strategic location — Nairobi is a regional trade and logistics hub connecting Africa, Europe and Asia.
- Digital ecosystem — strong fintech adoption (M-Pesa, digital banking), simplifying payments and payroll.
- Skilled labor — English-speaking workforce with growing STEM capacity.
Eligibility & pre-registration planning
Foreigners can own 100% of a Kenyan private limited company in most sectors. Restricted industries require special licenses or local participation. Good pre-registration planning reduces delays — consider market feasibility, banking readiness and nominee director arrangements.
Minimum requirements (at-a-glance)
| Requirement | Detail |
|---|
| Shareholders | Minimum 1 (individual or corporate) |
| Directors | Minimum 1 natural person (aged 18+) |
| Resident / Local Contact | Required under Section 243A (resident director or certified company secretary) |
| Registered Office | Physical & postal address in Kenya |
| Share Capital | No statutory minimum; KES 100,000 recommended for credibility |
Company registration process in Kenya : Step-by-step detailed guide
Step 1 — Market feasibility & planning
Before incorporation conduct market research (KNBS data), competitor benchmarking and regulatory checks (KenInvest incentives, sectoral regulators). Budget and timeline estimates: 2–4 weeks planning; cost estimate KES 50,000–200,000 depending on studies and legal counsel.
Step 2 — Reserve a company name (BRS / eCitizen)
Submit up to 3 preferred names via the BRS portal on eCitizen. Processing time: 1–3 days. Fee: approx. KES 150. We recommend a preliminary trademark check to avoid conflicts.
Step 3 — Appoint a Local Contact / Nominee Director
Kenyan law requires at least one resident director or a certified company secretary. Nominee directors should sign a Nominee Director Agreement which limits authority, confirms non-control of funds, and provides indemnities. Typical nominee function: accept statutory notices, ensure compliance, liaise with authorities — without exercising financial control.
Step 4 — Prepare incorporation documents
Core documents:
- CR1 — Company registration application
- CR2 — Memorandum for companies with share capital
- CR8 — Directors’ residential addresses
- BOF1 — Beneficial Ownership Form (owns ≥10%)
- Memorandum & Articles of Association (MemArts) — model or custom
- Statement of nominal share capital (for stamp duty)
Supporting documents: passports/IDs, passport photos, KRA PINs (or documents for non-resident PIN application), registered office proof, notarised documents where required.
Step 5 — Submit application via BRS / eCitizen
Upload signed documentation and pay statutory fees Online. Processing with complete documents: typically 3–7 business days.
Step 6 — Obtain Certificate of Incorporation & CR documents
Once approved the Registrar issues the Certificate of Incorporation, CR12 (directors/shareholders), and CR8 (registered address). These enable KRA PIN registration, opening bank accounts, and further licensing.
Step 7 — Company KRA PIN registration
All companies must register for a corporate KRA PIN via iTax. Documents needed: Certificate of Incorporation, CR12, directors’ PINs or non-resident PIN documentation, notarized passports. Functions of KRA PIN include corporate tax (30%), VAT registration (if turnover ≥ KES 5 million), PAYE for employees and bank account activation. Processing: 1–5 business days when correctly submitted.
Step 8 — Open a business bank account
Banks commonly requested: KCB, Equity, NCBA, Absa, Standard Chartered. Typical requirements: Certificate of Incorporation, KRA PIN, CR12, Memorandum & Articles, Board Resolution, IDs and proof of address for signatories. Many banks now offer remote inboarding with verified Power of Attorney but expect AML/KYC checks. Timeline: 3–10 business days depending on bank and document readiness.
Step 9 — Post-registration compliance
Obligations after incorporation:
- County Business Permit (annual)
- NSSF registration (employee pension contributions)
- SHA registration (National Health Insurance replacement where applicable)
- Work permits for foreign staff (Class G investor, Class D employee via eFNS)
- EIA certificates for regulated projects (NEMA)
- Annual returns to BRS and tax filings to KRA
Options for foreign business structures
Choose the structure that matches your aims:
- Independent Local Company — Kenyan resident company taxed at 30%. Can be 100% foreign-owned.
- Subsidiary — Owned by a foreign parent; treated as a Kenyan resident for tax and treaty access.
- Foreign Branch — Recognized as a branch of the foreign company; taxed at a higher branch rate (37.5%). No separate legal personality.
Documents required for company registration and banking (complete list)
- Proposed company names (3 options recommended)
- CR1, CR2, CR8, Statement of Nominal capital and BOF1 forms
- Memorandum & Articles of Association
- Passport copies and recent passport photos
- Contact information (postal & physical addresses, phone, email)
- Shareholding structure and statement of nominal capital
- Parent company documents (if corporate shareholder) — notarized Certificate of Incorporation and BO records
Investment opportunities in Kenya (high-potential sectors)
- Renewable energy
- Agribusiness & food processing
- Real estate & hospitality
- ICT & Fintech
- Logistics & warehousing
- Healthcare services
- Creative economy & tourism
Cost of Company Registration in Kenya (2025): Updated Fees & Service Packages
The standard government fee for registering a limited company in Kenya is KES 10,650, covering name reservation, stamp duty, Business Registration Service (BRS) filing fees, and mandatory bank charges.
The costs may vary depends on several factors, including share capital, number of directors, and whether additional services such as nominee directors or fast-track processing are required. On average,
At BIE Africa Consulting, we provide transparent and competitive pricing for both local and foreign-owned companies, with tailored quotes based on your business structure and compliance requirements.
Company Registration Pricing Examples & Typical Service Packages
Below are indicative company registration packages in Kenya for 2025:
-
Basic Company Registration Package
Name search & reservation, eCitizen & BRS filing, Certificate of Incorporation.
Cost: KES 15,000 – 30,000
-
Standard Company Registration Package
Includes Basic package + KRA PIN registration, CR12 extraction, bank account liaison & compliance guidance.
Cost: KES 35,000 – 75,000
-
Full-Service Company Registration (Fast-Track)
Includes Standard package + nominee director services, registered office address, statutory documents, and work permit advisory for foreign investors.
Cost: From KES 80,000+
Final company registration fees may vary depending on share capital declared, nominee arrangements, foreign ownership structure, and whether additional services such as notarisation, apostille, or CPS appointment are required for compliance.
Comparison: Subsidiary vs Branch vs Independent local company
| Feature | Independent Local Company | Subsidiary | Branch |
|---|
| Legal personality | Separate | Separate (resident) | Not separate |
| Corporate tax rate | 30% | 30% | 37.5% |
| Ownership | 100% foreign allowed | Owned by parent | Foreign company appears as branch |
| Credibility with banks | High | High | Lower |
How long does it take to register a company in Kenya?
Typical timelines with complete documentation is 10 to 15 working day.
- Name reservation: 1–3 days
- Incorporation approval: 3–10 business days
- Post-registration (KRA PIN, bank on-boarding, permits): 1–4 weeks
Tips to make registration smooth
- Engage a qualified consultant or law firm to prepare documents and manage BRS submissions.
- Ensure high-quality passport scans and notarized copies where needed.
- Prepare BOF1 information early — beneficiary details and verification evidence.
- Have a resident director or certified company secretary arranged in advance.
- Ensure all forms are filled out in details.
Compny Bank Account Opening in Kenya
Open a business account to receive payments, pay suppliers, run payroll and access FX & remittance services.
Recommended banks for foreign-owned companies
- KCB Bank
- Equity Bank
- NCBA
- Absa Bank Kenya
- Standard Chartered Kenya
Typical documentation required by banks
- Certificate of Incorporation
- Corporate KRA PIN
- CR12
- Board resolution authorizing account opening and signatories
- Director IDs / passports and proof of address (notarized if required)
- Director and shareholder individual PINs
Key benefits
- Multi-currency accounts (USD, EUR, GBP & KES)
- Online & mobile banking, corporate portals
- M-Pesa integration for local payments
- International remittances, trade finance & FX services
Account opening timeline: 3–10 working days (subject to AML/KYC checks)
Options for Foreign Business Structures
1. Independent Local Limited Company
- Allows 100% foreign ownership
- Recognized as a Kenyan legal entity
- Subject to corporate tax at 30%
2. Subsidiary Company
- Owned by a foreign parent company
- Treated as a Kenyan resident company for tax & treaty benefits
- Eligible for local incentives where applicable
3. Foreign Branch Office
- Extension of the parent company (no separate legal personality)
- Typically taxed at the branch tax rate of 37.5%
- May have additional regulatory burdens compared with a local company
KRA PIN Registration (Corporate Tax ID)
Mandatory for legal operation, tax compliance and opening corporate bank accounts in Kenya.
Documents required
- Certificate of Incorporation
- CR12 (List of directors & shareholders)
- Directors’ personal KRA PINs
- Notarized passports or national IDs for foreign directors
What the KRA PIN enables
- Corporate income tax registration (current rate: 30%)
- VAT registration when annual turnover exceeds KES 5,000,000
- PAYE registration for employees and payroll compliance
- Required to open corporate bank accounts
Processing timeline: 1–5 working days (with complete documentation)
Current Tax Rates (2025)
- Corporate Income Tax: 30%
- Value Added Tax (VAT): 16%
- Withholding Tax: 5% – 15% (varies by payment type)
- Foreign Branch Tax: 37.5%
Common pitfalls and how to avoid them
| Challenge | Solution |
|---|
| Incomplete BOF filings | Collect beneficiary documents and proof of ownership before submission |
| Poor scans of passports |
Use high-resolution scans and notarization where required |
| No resident director | Appoint a vetted nominee or company secretary with a limited-power agreement |
| Bank on-boarding delays |
Prepare certified documents and a detailed board resolution in advance |
Regulatory bodies & Company Registry overview
The Registrar of Companies administers company registrations under the Companies Act, 2015 and related regulations. The BRS portal (eCitizen) centralizes name searches, filings and document issuance. Other key agencies: KRA (tax), NEMA (environmental approvals), county governments (business permits), and immigration services (work permits).
Post-incorporation operational checklist
- Obtain County Business Permit
- Register employees: NSSF & SHA
- Register for PAYE and VAT (if threshold met)
- Apply for necessary sectoral licenses (health, education, construction, import/export)
- Set up payroll, accounting systems and statutory filing reminders
Summary table: Company registration at-a-glance
| Criteria | Subsidiary Company | Foreign Branch |
|---|
| Time to register | Approximately 10 - 15 days | Approximately 10–14 days |
| Time to open bank account | About 3–10 days | About 5–14 days |
| Eligibility to invoice & hire | Within 15 days after registration | Within 15 days after registration |
| 100% foreign ownership | Yes | Yes (but branch taxed higher) |
| Tax registration mandatory | Yes | Yes |
Frequently Asked Questions on Company Registration in Kenya for Foreigners
Can a foreigner own 100% of a Kenyan company?
Yes. Foreign nationals can own 100% of shares in a Kenyan private limited company in most sectors. Restrictions apply only in regulated industries such as private security services, defence-related operations and specific broadcast media segments.
Is a Kenyan resident director or nominee mandatory?
Yes. Under the Companies Act, 2015, a foreign-owned company must appoint at least one Kenyan resident director or a certified company secretary. Most foreign investors utilize nominee director services governed by legally binding agreements limiting authority and liability.
How long does company registration in Kenya take?
The registration process typically takes 10 - 15 business days once all documents are properly submitted. Full operational readiness, including KRA PIN registration, bank account opening and licensing, usually takes 1–4 weeks depending on the business structure.
What are the main tax rates for companies in Kenya?
As of 2025, Corporate Income Tax for resident companies is 30%. VAT is charged at 16%. Withholding tax ranges between 5% and 15% depending on the transaction type, while foreign branches are taxed at 37.5%.
Can foreign directors open a Kenyan bank account remotely?
Some Kenyan banks allow remote account opening via notarized documents and Power of Attorney. However, stricter AML and KYC rules may still require a physical appearance depending on the bank’s compliance policies.
