Registering a private limited company in Kenya is now largely an online process through the Business Registration Service (BRS) on eCitizen.

For a straightforward application, the current government registration fee is KES 10,650, and BRS gives an indicative processing period of 3 to 5 days. The name reservation and company registration processes have also been merged, so you submit your proposed names as part of the incorporation application rather than completing a separate name-reservation process first.

But registration involves more than choosing a name and receiving a certificate.

Before incorporating, founders should decide who will own the company, how many shares each person will hold, who will be a director, whether any person qualifies as a beneficial owner, and what rules should govern the relationship between the shareholders.

Getting those decisions wrong can be considerably more expensive to correct later.

Private company registration in Kenya at a glance

The Companies Act expressly allows a company to be formed by one person, meaning a single founder can be both the sole shareholder and sole director, provided the director requirements are met.

What is a private limited company?

A private company limited by shares is a separate legal entity from its shareholders.

Once incorporated, the company becomes a body corporate in its own name. It can own property, enter into contracts, employ staff, borrow money, sue and be sued independently of the people who own it. Section 19 of the Companies Act gives incorporation this legal effect.

The shareholders’ liability is generally limited to any amount remaining unpaid on their shares.

This is one of the major differences between a private company and a business name or sole proprietorship. BRS itself describes a business name as not being a separate legal entity, with the owner remaining personally responsible for its debts.

A private company is also subject to restrictions that distinguish it from a public company. Its articles must restrict share transfers, limit membership to 50 members, prohibit invitations to the public to subscribe for shares or debentures, and require the consent prescribed by the Companies Act for admission of new members.

What do you need before registering a company?

The online application becomes much easier if the founders settle the company’s structure first.

Before starting, you should be able to answer these questions:

Section 13 of the Companies Act requires the incorporation documents to include the proposed name, registered office, company type, statement of capital and initial shareholding, and details of the proposed officers.

Step 1: Choose the company name

The first practical step is choosing proposed names.

BRS currently states that name reservation and incorporation have been merged into a single process and asks applicants to submit three preferred names with the full registration application.

A private company’s name must ordinarily end with “Limited” or “Ltd”.

The Registrar may reject a proposed name if, for example, it is identical or confusingly similar to an existing registered or reserved name, is offensive or undesirable, suggests an unlawful purpose, or falls within another statutory restriction.

A practical branding point

Availability at BRS does not necessarily mean you are legally free to build a brand around the name.

Before committing significant money to branding, domains, signage or marketing, consider whether another person already has relevant trade mark rights in the name.

Company registration and trade mark protection are separate processes.

Step 2: Decide who owns the company

Shareholders are the owners of the company.

Kenyan law allows a private company to have a single member, so you do not need to add another shareholder merely to register a limited company.

Where there is more than one founder, however, the shareholding should be agreed before incorporation.

For example:

The percentages should not be chosen casually.

Share ownership can affect voting power, dividends, future investment, control of the company and what happens if the founders later disagree.

A recurring mistake is to register a company 50/50 simply because there are two founders, without deciding what happens when they cannot agree.

That can create a genuine deadlock.

Step 3: Decide the share capital

A private company limited by shares must have a share capital, and each share must have a fixed nominal value denominated in Kenya shillings.

There is no general statutory minimum capital requirement for an ordinary Kenyan private company comparable to the minimum applicable to a public company.

The founders can therefore choose a sensible capital structure for the company.

For example, a company might be incorporated with:

1,000 ordinary shares of KES 100 each = KES 100,000 nominal share capital.

That does not necessarily mean KES 100,000 must physically be deposited into a bank account on the day of incorporation.

The share structure should, however, reflect the ownership arrangement the founders actually intend.

Certain regulated businesses may be subject to separate minimum capital requirements under sector-specific legislation. Banking, insurance, capital markets and some other regulated sectors should therefore be checked separately.

Step 4: Appoint the directors

A private company must have at least one director, and at least one director must be a natural person.

A director must also be at least 18 years old.

The shareholder and director roles should not be confused.

A shareholder owns the company.

A director manages the company’s affairs and owes statutory duties to the company.

The same person can perform both roles, particularly in a single-member company, but legally they are different capacities.

Does a private company need a Kenyan resident director?

The Companies Act does not impose a general requirement that every private company must have a Kenyan shareholder.

Foreign investors can therefore establish Kenyan companies subject to any sector-specific restrictions applicable to the particular business.

The current Companies Act also specifically deals with companies that have neither a resident director nor a company secretary. In that situation, the company must appoint a contact person who is a natural person permanently resident in Kenya. That contact person is responsible for maintaining specified company records and making them available to the Registrar and competent authorities.

This is especially relevant for wholly foreign-owned companies.

Step 5: Decide whether you need a company secretary

Most small private companies do not need to appoint a company secretary immediately.

Under section 243 of the Companies Act, a private company is required to have a company secretary where its paid-up capital is KES 5 million or more.

A company below that threshold may still appoint one voluntarily.

Companies with more complex ownership, investors, financing arrangements or significant governance obligations may find professional company-secretarial support useful even where it is not mandatory.

Step 6: Identify the beneficial owners

Beneficial ownership is now an important part of Kenyan company registration.

A beneficial owner is the natural person who ultimately owns or controls the company.

Under the Companies (Beneficial Ownership Information) Regulations, a natural person generally qualifies as a beneficial owner where the person directly or indirectly holds at least 10% of the issued shares, exercises at least 10% of the voting rights, has the relevant right to appoint or remove the majority of the board, or exercises significant influence or control over the company.

Beneficial ownership therefore looks beyond the name appearing on the share certificate.

For example, if Company A owns shares in a Kenyan company but an individual ultimately controls Company A, the analysis may have to trace ownership through Company A to identify the natural person who actually exercises the ownership or control.

The Companies Act now requires beneficial ownership information for a proposed company to be lodged as part of the incorporation process.

BRS confirms that beneficial ownership information can be lodged during initial company registration and that the filing itself is currently free of charge.

What information is required for beneficial owners?

The regulations require fairly detailed information, including identity details, nationality, date of birth, KRA PIN, residential and business addresses, contact information, occupation or profession, the nature of the ownership or control, and the date on which the person became a beneficial owner.

This information should be collected before the application begins.

Beneficial ownership is not a once-off exercise. Changes also have to be updated.

Section 93A requires a private company to lodge amendments to its beneficial ownership register with the Registrar within the applicable statutory period, and failure to comply can attract substantial penalties.

Step 7: Complete the BRS application

The application is made through the Companies Registry service on eCitizen.

The current BRS process involves entering the proposed names, general company particulars, directors and shareholders, shareholding information and other required details. The system then generates the relevant incorporation documents for execution and uploading.

For a private company, BRS currently identifies the principal incorporation documents as:

CR1, CR2, CR8 and the Statement of Nominal Capital, together with the other information and declarations required through the online process.

The Companies (General) Regulations also require identification information for proposed directors, including their KRA PIN, identity card or passport and photograph, with passport documentation applying to non-Kenyan directors.

Step 8: Sign the generated documents

After the information has been entered, the system generates the relevant documents.

These must be reviewed carefully before they are signed and uploaded.

This is not merely an administrative step.

Check the spelling of names, ID and passport numbers, KRA PINs, number of shares, percentage ownership, director details, registered office and company name before submission.

One incorrect digit in the share allocation can create a company whose legal ownership is different from what the founders intended.

Correcting the company records afterwards requires another formal BRS process.

Step 9: Pay the registration fee

The current BRS fee schedule checked on 18 September 2026 states that registration of a private limited company costs KES 10,650.

Payment is made electronically through eCitizen.

You may still find older BRS guides online quoting KES 10,750. The current live BRS fee schedule is the better figure to rely upon at the date of this guide.

Professional fees for an advocate or company-registration professional are separate from the government fee.

How long does company registration take?

BRS currently publishes an indicative processing time of 3 to 5 days for registration of a private limited company.

That assumes a clean application.

Registration can take longer where a proposed name is rejected, identification details do not match, the shareholding information is inconsistent, uploaded documents are defective or the Registrar sends the application back for correction.

The useful distinction is therefore between system processing time and the total time it takes to get a correct application approved.

What do you receive after registration?

Once the Registrar is satisfied that the application complies with the Companies Act, the company is registered and assigned a unique identifying number.

The Registrar then issues a Certificate of Incorporation.

Under section 18 of the Companies Act, the certificate states the company’s name and unique number, incorporation date, liability status and whether it is private or public. The certificate is conclusive evidence that the company has been duly registered.

From that date, the company legally exists as a separate body corporate.

Registration is not the end of the process

One of the biggest mistakes new founders make is assuming that receiving the Certificate of Incorporation means the business is fully set up.

Incorporation creates the company.

The company then has to become operationally and legally compliant.

Depending on the business, the next steps may include obtaining the company’s KRA PIN, opening a company bank account, registering appropriate tax obligations, onboarding onto eTIMS, obtaining county or sector-specific licences, putting employment arrangements in place, registering for VAT where required, protecting intellectual property, and putting agreements between founders in writing.

Company KRA PIN and tax registration

A company is a taxpayer separate from its shareholders.

KRA provides for non-individual PIN registration through iTax. The application requires the company’s information and details of its directors and associates.

The tax obligations that should be activated depend on what the company actually does.

For example, a company employing staff will have PAYE obligations, while VAT registration is generally mandatory where a person supplies or expects to supply taxable goods or services worth KES 5 million or more in a year, subject to the applicable VAT rules.

The ordinary corporation tax rate for a resident company is currently 30%, although special regimes and incentives may apply depending on the company and its activities.

Do newly registered companies need eTIMS?

If the company is carrying on business, this should not be overlooked.

KRA currently states that all persons engaged in business are required to onboard onto eTIMS and issue electronic tax invoices, including businesses that are not registered for VAT.

KRA also began validating income and expenses declared in tax returns against eTIMS and other data sources from 2026, making proper invoicing increasingly important as a practical compliance issue.

Do you need a county business permit?

Incorporating a company does not automatically authorise it to carry on every type of business from every location.

Depending on the activities and premises, the company may require a county single business permit or other regulatory licence.

Regulated industries may require additional approval from the relevant regulator before operations commence.

The Certificate of Incorporation should therefore not be confused with an operating licence.

Does a company need articles of association?

Yes.

The articles regulate the company’s internal governance.

The Companies (General) Regulations contain model articles for private companies limited by shares, which can apply to an ordinary company.

For many simple single-owner companies, the model articles may be sufficient.

They are not always sufficient where there are several founders, investors or unusual rights.

For example, customised articles may be appropriate where the parties want special rules concerning transfer of shares, director appointment rights, reserved decisions, investor protections or different classes of shares.

Do founders also need a shareholders’ agreement?

Not legally in every company.

But where a company has two or more active founders, it is often one of the most useful documents they can have.

The articles deal with the company’s constitutional rules. A shareholders’ agreement can go further by dealing with commercial matters such as founder roles, funding obligations, intellectual property, confidentiality, restrictions on competing businesses, what happens if a founder leaves, deadlock and how shares can be bought or sold.

Registering the company first and agreeing these issues only after a dispute starts is usually too late.

Foreign shareholders and directors

A Kenyan private company can generally have foreign shareholders and directors, subject to restrictions that may apply in particular regulated sectors.

The incorporation process will require passport and identification information for foreign participants.

Tax registration can require additional steps for non-citizens. KRA’s current guidance for non-resident foreign investors, for example, refers to certified passport documentation, a Kenyan tax agent or representative and supporting investment documents depending on the circumstances.

Where the company has neither a resident director nor a company secretary, the company should also consider the statutory requirement for a Kenyan-resident contact person under section 243A of the Companies Act.

After incorporation: keep the company records up to date

A private company has continuing obligations to BRS.

Changes in directors, registered office, company secretary, shareholding and beneficial ownership should be formally recorded and filed where required.

The company must also file annual returns.

Section 705 of the Companies Act requires the annual return to be made up to the company’s return date, ordinarily its incorporation anniversary, and lodged with the Registrar within 28 days after that date.

BRS identifies Form CR29 as the annual-return form.

Annual returns should not be confused with tax returns. They are separate compliance obligations filed with different government agencies.

Common mistakes when registering a company

The most common problems are not usually technical problems with eCitizen. They arise from decisions made before the application is submitted:

• choosing shareholding percentages without thinking about control, future investment or deadlock;
• registering someone’s name as a shareholder simply for convenience even though that person is not intended to own the company;
• failing to identify the true beneficial owners;
• assuming that directors and shareholders are the same thing;
• using a generic company structure where the founders actually need customised governance arrangements;
• putting valuable intellectual property into a founder’s personal name instead of documenting ownership by the company;
• assuming the Certificate of Incorporation automatically deals with KRA, eTIMS, county permits and sector licences;
• failing to update BRS when shareholders, directors, addresses or beneficial owners change; and
• forgetting annual returns after the company begins operating.

Most of these are much easier to prevent during incorporation than to correct later.

Frequently asked questions

How much does it cost to register a private limited company in Kenya?

The current BRS government fee is KES 10,650 as at 18 September 2026. Professional fees for an advocate, company secretary or registration agent are separate.

How long does registration take?

BRS publishes an indicative period of 3 to 5 days for a private limited company. Corrections or rejected names can extend the process.

Can one person register a company?

Yes.

The Companies Act expressly recognises companies formed with a single member.

A sole founder can therefore ordinarily be both the sole shareholder and sole director.

Do I need two directors?

No.

A private company requires at least one director, and at least one director must be a natural person.

Can a foreigner own a company in Kenya?

Generally, yes.

There is no general Companies Act requirement that an ordinary private company must have a Kenyan shareholder. Particular sectors may, however, have foreign-ownership restrictions or licensing requirements.

Does every company need a company secretary?

No.

A private company is required to appoint one where its paid-up capital is KES 5 million or more. Smaller private companies may appoint one voluntarily.

What is a beneficial owner?

A beneficial owner is the natural person who ultimately owns or controls the company.

The statutory tests include ownership or voting thresholds of at least 10% and certain forms of significant control or influence.

Is there a minimum share capital?

There is no general minimum share-capital requirement for an ordinary private company under the Companies Act.

The company must, however, properly state its share capital and each share must have a nominal value denominated in Kenya shillings. Sector-specific minimum capital rules may apply to regulated businesses.

Do I need a lawyer to register a company?

The online BRS process can be completed without an advocate in a straightforward incorporation.

Legal assistance becomes more important where there are several founders, foreign investors, customised articles, intellectual-property arrangements, investment agreements, unusual share rights or other issues requiring the structure to be designed rather than simply registered.

The practical rule

The actual online registration is usually the easy part.

The important work happens before you click submit.

Decide who owns the company, who controls it, what each founder is contributing, how shares are divided, what happens if somebody leaves, and who owns the business’s intellectual property.

Then register a company that reflects that arrangement.

It is much easier to spend time getting the structure right at incorporation than to discover after the business has become valuable that the legal ownership recorded at BRS is not what the founders thought they had agreed.

This guide provides general information on Kenyan company law and registration practice as at 18 September 2026. It is not legal or tax advice for a particular business. Registration fees, tax rules and BRS procedures may change, and regulated industries may have additional requirements.