Information checked: . Guide to a Kenyan private company limited by shares.
Private limited company registration at a glance
To register a private limited company in Kenya, apply online through the Business Registration Service (BRS) on eCitizen. Prepare the company names, registered office, directors, shareholders and ownership details; complete the application; sign and upload the generated forms; pay the invoice; and respond to any Registrar queries before downloading the Certificate of Incorporation.
Need filing support? Request a company registration quotation based on your activity, ownership and required services.
Cost
KES 10,650 published BRS fee
The BRS fee schedule lists this amount. Other official guidance differs; check the fee explanation.
Processing time
3–5 days: registry target
The BRS schedule gives this target. Preparation, queries and later business setup can take additional time.
Requirements
Names, founders, address and shares
Prepare 3–5 preferred names, the activity, a Kenyan registered office and director, shareholder and beneficial-owner details.
Documents
Identity records and signed forms
Prepare IDs/passports, recent photos and tax details as applicable. BRS lists CR1, CR2, CR8 and a capital statement.
Process
Apply through eCitizen/BRS
Enter details, review and sign the generated documents, submit and pay as prompted, then monitor the application.
Outcome
Certificate of Incorporation
Incorporation establishes the company. Tax, banking, operating licences and immigration need their own follow-through.
Application and document guidance: BRS registration FAQ, page 1; registry fees, forms and outputs.
Register online through BRS/eCitizen: 8 steps
- Confirm the right legal structure
Use this process for a new Kenyan private company limited by shares. Check the structure guide below if you need a business name, LLP, company limited by guarantee, public company or foreign branch.
- Prepare 3–5 preferred names
BRS asks for a minimum of three and a maximum of five preferred names, in priority order. Name review forms part of the incorporation application; prepare genuine alternatives.
- Set the ownership and share structure
Confirm the subscribers/shareholders, number and class of shares, nominal value and allocation before the filing. The figures must reconcile across the application and generated documents.
- Prepare directors and beneficial owners
Collect identification, addresses and contact information. A private company must have at least one director, and at least one company director must be a natural person.
- Complete the BRS application
Open the official BRS website and follow its Online Services link to eCitizen. Select Companies Registry and the private limited company application. Enter the activity, Kenyan registered office, directors, shareholders, shares and beneficial-owner information required by the portal.
- Generate, sign and upload the forms
The current BRS fee schedule lists CR1, CR2, CR8 and the Statement of Nominal Capital for a standard private limited company filing. Follow the forms and prompts generated by the live portal.
- Pay and submit
Verify the details, submit and pay in the order prompted by the live portal. Keep the application reference and payment record, and monitor the dashboard.
- Respond to queries and download the certificate
If the Registrar raises a correction, resolve it promptly. Once approved, download and retain the Certificate of Incorporation and the company records needed for the next setup steps.
Official workflow: BRS FAQ, page 1. Filing documents: BRS forms.
Which company or business structure should you register?
A business name, LLP and foreign branch use different registration routes. For a new company with shares held privately by its founders, use the private limited company process above.
| Structure | When to consider it | Registration route |
|---|---|---|
| Private company limited by shares | A separate Kenyan company owned by one or more shareholders. | This guide. |
| Public limited company | A structure intended to offer shares to the public, subject to the applicable rules. | Public-company application; additional governance requirements apply. |
| Company limited by guarantee | A company with guarantor members instead of share capital. | Guarantee-company registration. |
| Business name | A trading name for a sole proprietor or ordinary partnership; it does not create a separate company. | Business-name application. |
| Limited liability partnership (LLP) | A separate partnership structure under the LLP framework. | LLP application. |
| Foreign company branch | An existing overseas company itself carrying on business in Kenya. | Foreign-company registration. |
Compare the entity types registered by BRS. A company's registration does not replace the permits required for its activity.
Company Registration Requirements and Documents
For a standard private limited company in Kenya, prepare 3–5 preferred names, a Kenyan registered office, at least one natural-person director, shareholder/subscriber details, the share structure, beneficial-owner information, identity records, recent photographs, relevant tax details and the signed forms generated through BRS/eCitizen. One person can own the company and act as its sole director, subject to the statutory and sector-specific requirements explained below.
| Requirement | What to prepare | Why it matters |
|---|---|---|
| Company identity | Three to five preferred names in priority order and a clear business activity. | Name review is integrated with the registration application. |
| Registered office | A physical registered-office address in Kenya plus contact details. | The company must maintain a registered office for official communications. |
| Directors | Full legal names, ID/passport copies, nationality, dates of birth, residential/service addresses and contacts. | A private company needs at least one director; at least one director must be a natural person. |
| Photographs and tax details | Recent colour passport photographs and the relevant director/shareholder iTax details. | The BRS FAQ expressly requests photos and iTax registration. For a foreign founder, confirm the applicable tax-registration and portal route before filing. |
| Shareholders / subscribers | Identity/entity particulars and the shares each subscriber will take. | Kenyan law permits single-member companies, but the ownership must be correctly recorded. |
| Share capital | Class, number and nominal value of shares and allocation to each shareholder. | The capital statement and ownership figures must reconcile. |
| Beneficial ownership | Natural persons who meet the ownership/control tests, including identification and control particulars. | The Beneficial Ownership Regulations apply a 10% ownership/voting threshold and also capture appointment rights or significant influence/control. |
| Secretary / contact person | A company secretary where the statutory threshold applies; otherwise check whether a Kenya-resident contact person is required by the company’s director/secretary structure. | A private company requires a secretary at KES 5 million or more paid-up capital. Under section 243A, a private company without a secretary or resident director must appoint a natural-person contact person permanently resident in Kenya. |
| Signed filing documents | CR1, CR2, CR8 and Statement of Nominal Capital, plus any beneficial-ownership or other documents generated or requested in the application. | Download from the application, check the details, sign where required, and upload clear copies. |
Legal basis: Companies Act, sections 13–16, 128–131 and 243; 2023 amendment introducing section 243A. Beneficial-owner tests are summarised in the BRS FAQ, page 5.
What are CR1, CR2, CR8 and the capital statement?
Check the documents generated for your application before signing and uploading them:
- CR1: the application to register the company.
- CR2: the model memorandum for a company with share capital.
- CR8: notice of a director's residential address. Keep this distinct from the company's registered office.
- Statement of Nominal Capital: the share structure and subscription figures, which must agree with the ownership entered in the application.
Sources: BRS form definitions and the private-company filing list. Complete any additional documents the live application requires.
Can a Foreigner Register a Company in Kenya?
Yes. A foreign individual can be a shareholder or director of a Kenyan private limited company, subject to any sector-specific ownership or licensing restrictions. A foreign-owned Kenyan company is a new Kenyan legal entity; registering a foreign company branch instead brings the existing overseas company into Kenya. Incorporation does not itself grant permission to work or reside in Kenya.
| Route | Separate Kenyan legal entity? | Registry output | Main implication |
|---|---|---|---|
| Foreign-owned Kenyan private limited company | Yes. The Kenyan company is separate from its foreign shareholders. | Certificate of Incorporation. | Use where the founders want a new Kenyan subsidiary/company for local contracts, operations or investment. |
| Foreign company branch | No. The overseas company remains the same legal entity operating through its Kenyan branch. | Certificate of Compliance. | Use where the overseas parent itself should carry on business in Kenya rather than creating a separate subsidiary. |
Need Help Structuring or Registering the Company?
Send the proposed business activity, founder nationalities, ownership percentages, number of directors/shareholders, whether any shareholder is a company, and whether you also need KRA, banking, licensing or immigration support. We can scope the structure and registration work before filing.
How much does it cost to register a company in Kenya?
The published BRS fee for private limited company registration is KES 10,650. Professional assistance and post-registration work are separate costs. Confirm the payable amount in the live application because BRS’s published sources disagree. BRS fee schedule.
| Cost item | Amount / position | Scope |
|---|---|---|
| Private limited company registration | KES 10,650 on current BRS fee schedule | Registry incorporation filing and Certificate of Incorporation output. |
| Professional filing support | Quoted by scope | Optional structure review, preparation, filing, query response and agreed post-registration coordination. |
| Post-incorporation setup | Separate | KRA, bank onboarding, county permits, sector licences, immigration and other operational requirements are separate from the BRS incorporation fee. |
For assisted registration, request an itemised quotation showing the government charge, professional fees, VAT where applicable and third-party costs. Confirm the payment stages and whether KRA, banking, registered-office or licensing support is included.
Why do official sources show different fees?
| Source | Private-company fee | Registry time |
|---|---|---|
| BRS Companies Registry fee schedule | KES 10,650 | 3–5 days |
| BRS FAQ PDF, page 1 | KES 10,750 | Not stated in its incorporation instructions |
Practical implication: these published sources differ by KES 100; neither explains the difference. Use the schedule as a budgeting reference, inspect the live eCitizen/BRS invoice before paying, and ask BRS to clarify an unexplained charge. The published figure is not an all-inclusive professional-service quote.
How long does it take to register a company in Kenya?
BRS publishes a 3–5 day processing target for private limited company registration. Allow additional time to prepare the file and resolve any queries. This is a registry benchmark, not a guarantee that the company will be ready to trade, bank or employ staff within that period. BRS fee and time schedule.
| Stage | Planning position | Main risk |
|---|---|---|
| Pre-filing preparation | Depends on how quickly the founder information is complete and internally consistent. | Unsettled ownership, missing IDs/passports, unclear registered office or incomplete beneficial-owner data. |
| Registrar review | 3–5 days on the current BRS schedule for a complete filing. | Name objections, document/signature problems, ownership inconsistencies or Registry queries. |
| Certificate of Incorporation | Issued after approval. | Outstanding corrections or portal issues. |
| Tax, banking and licences | Separate timelines. | Different agencies, bank KYC, county permits, sector licences or immigration requirements. |
Pre-filing checks to reduce avoidable corrections
Before submission, check the application as one connected ownership and identity record. The matrix below is BIEA file-preparation guidance based on the information BRS requires; it is not a published rejection-rate table or a guarantee of approval.
| Check | Common avoidable issue | Better filing position |
|---|---|---|
| Names and identity | Director/shareholder names differ from the ID or passport. | Use the exact legal spelling and order consistently across the application and signed documents. |
| Shares and capital | Share numbers, nominal value, total capital and allocations do not reconcile. | Check the arithmetic and ownership percentages before generating the final forms. |
| Beneficial ownership | The filing stops at a corporate shareholder and does not identify the relevant natural persons. | Trace the ownership/control chain and capture the natural persons who meet the applicable tests. |
| Addresses | The registered office and directors’ residential/service addresses are mixed up. | Use each address for its correct statutory purpose and keep the details consistent. |
| Signatures and uploads | Unsigned generated forms, incomplete scans or unreadable uploads. | Check every generated document, signature requirement and attachment before submission. |
| Foreign founders | Passport, nationality, address or ownership details conflict across the file. | Keep the foreign founder’s identity and ownership chain internally consistent and confirm any additional tax/contact requirements. |
| Regulated activity | The company is incorporated with a structure that later conflicts with sector ownership, capital or licensing rules. | Check the relevant regulator’s entry requirements before finalising the ownership and capital structure. |
A routine self-filing may be reasonable where
- The ownership is simple.
- The founders are individuals with clear ID records.
- There is one ordinary class of shares.
- The business is not regulated.
- The beneficial ownership is obvious and direct.
A pre-filing review is more valuable where
- A shareholder is a foreign company.
- There are several investors or complex ownership percentages.
- Beneficial ownership is indirect.
- The activity is regulated.
- Banking, tender, investment or immigration deadlines matter immediately after incorporation.
What Happens After the Certificate of Incorporation?
Incorporation creates the company. It does not automatically complete every tax, banking, employment or operating requirement.
- Check that the company KRA PIN has been issued and that its tax profile is correct; complete any outstanding KRA steps.
- CR12 / official company search where requested by a bank, investor, tendering entity or counterparty.
- Corporate bank account onboarding and signatory documents.
- County business permit or premises licensing.
- Sector-specific licences and regulatory approvals.
- Employer registrations when staff are hired.
- Trademark registration if the business name/brand needs protection.
- Immigration planning for foreign founders, directors or employees who will work in Kenya.
- Keep the company’s statutory and beneficial-ownership records current, file annual returns with BRS and meet the tax obligations applicable to its activity.
KRA guidance: Company and Partnership PIN Registration.
BRS explains the annual-return filing workflow in its registration FAQ, page 3.
FAQs: Registering a Company in Kenya
Can one person own and direct a company?
Yes. A Kenyan private company may have one member and one director. At least one director must be a natural person aged 18 or over.
Is a company secretary compulsory for every private company?
A private company needs a secretary where paid-up capital is KES 5 million or more. If it has neither a secretary nor a resident director, section 243A requires a natural-person contact person with permanent residence in Kenya. Foreign ownership alone is not the statutory secretary test.
Is CR12 a company registration application form?
The BRS official company search is commonly called CR12. Separately, Form CR12 in the forms catalogue concerns a company secretary’s residential address. For standard private-company incorporation, the published filing list specifies CR1, CR2, CR8 and the capital statement. Use the document required for the particular service.
Do I pay nominal share capital to BRS?
No. Nominal share capital records the face value of shares; the BRS registration charge is a separate fee. Record the subscription and paid/unpaid amounts accurately. Capital requirements for regulated businesses must be checked separately.
Can a foreigner register a company without travelling to Kenya?
The BRS application is online, and a foreign individual can be a shareholder or director, subject to applicable sector rules. Check passport, tax, signing and resident-contact arrangements before filing. A bank may apply separate identification requirements; incorporation does not grant immigration permission.
What should I do if BRS queries my application?
Read the exact correction requested, match it to the affected form or entry, and upload the corrected signed documents where required. Keep the application reference and monitor the dashboard. If the reason is unclear, seek clarification before submitting another version.
References: Companies Act, section 243A amendment, BRS fee schedule and BRS application guidance.
Official sources and further guidance
Reviewed by Edward Omondi.
Business registration and immigration consultant based in Nairobi. His background includes work at the Registrar of Companies office within the Attorney General’s Chambers and corporate advisory work.
This guide explains the filing process and practical document checks. Requirements for a particular ownership structure or regulated activity need a separate review. About BIEA · Contact details.
Start Your Company Registration in Kenya
Send your name, email, phone/WhatsApp, proposed business activity, founder nationalities, ownership percentages, number of directors/shareholders, whether any shareholder is a company, and whether you need KRA, banking, licensing or immigration support. We will identify the information needed for a scoped registration quotation.
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