Tapping into foreign markets has several benefits to your business. These include growth, increased market size, less financial risk, access to local tax benefits, and increased revenue. If you are considering registering a foreign company in Kenya, you need to know how to acquire legal status to trade in the region. This guide examines the registration of a foreign company in Kenya.  

What is a Foreign Company in Kenya?  

A foreign company is a company incorporated and with a place of business outside the Kenyan jurisdiction. The Kenyan law allows such companies to register a branch in Kenya to trade locally for the benefit of both parties. To trade and establish business operations in Kenya, your company must register the company and obtain a certificate of compliance from the Registrar of Companies. The registrar of companies approves the registration only after meeting the outlined requirements according to the Company’s Act, 2015.  

The Requirements for Registration of a Foreign Company In Kenya

Foreign company registration is done online through the  ecitizen portal . For a successful registration, foreign companies must meet the following requirements:  

Application Form: A completed Application Form for Registration of a Foreign Company, Form FC 2  

Notarized/Certified Copies of Company Documents:  

• Copies of the company’s certificate of incorporation or Charter from the country of origin. They must be certified by a Notary Public and translated if the originals aren’t in English.

• Copies of the company’s constitution, memorandums, or articles of association from the place of origin. They must be certified by a Notary Public and translated if the originals aren’t in English.

Details of the Company Director and Shareholders:  

• Names of the director and shareholders and their share structure

• Contact details of the director and shareholders including email addresses, telephone numbers, postal and residential addresses

• Copies of their passports and passport photos

Notice of the foreign company’s registered office in the country of origin: Includes the physical address, building name, street, and town.  

Registered office in Kenya: Provide the address of the company’s proposed local office, including the name of the building, road, avenue, plot number, and county.  

Details of the Company’s Local Representative  

• Notarized Memorandum of the company’s local representative granting them authority to represent the company

• Copies of Identification documents (Must be a Kenyan Citizen), including National ID and PIN

• Name and contact details, including the telephone number, email, postal, and residential address

• Passport photos

Relevant identification documents for the company:  

• Three to five proposed names to identify the company in Kenya

• A letter of no objection to the use of the proposed names in Kenya

• Details of the nature of business the company will be conducting

Registration Fees: The registration of a foreign company in Kenya costs Ksh. 7,550 (Seven thousand, five hundred and fifty Kenyan shillings). These documents are attached to four distinct forms to simplify the process for you and the registrar. Let’s examine the four forms below.  

Forms to Fill During the Registration of a Foreign Company in Kenya

You’ll be required to fill out four different forms to register your foreign company in Kenya. These include:  

• Form 236: This form contains the list of documents that should be submitted for registration of a company incorporated outside Kenya.

• Form 237: This form contains a list of the directors and secretaries of a foreign company incorporated outside Kenya and their particulars.

• Form 238: This form contains the list of names and addresses of Keyan residents authorized to receive service on behalf of the foreign company.

• Form 250: This form contains the notice of the location of the registered office of a company incorporated outside Kenya.

Taxpayer Registration of a Foreign Company in Kenya

Upon successful registration of your foreign company and issuance of a Certificate of Compliance by the registrar, you need to obtain taxpayer registration with relevant authorities in Kenya. These authorities include:  

• Kenya Revenue Authority (KRA)

• Social Health Insurance Fund (SHIF)

• National Social Security Fund (NSSF)

Registering With the Kenya Revenue Authority

KRA expects every company to pay corporate taxes. You must therefore register your company with KRA. To register your foreign company with KRA, you need the following documents:  

• Copy of Certificate of Compliance from the registrar of companies

• Copy of Certificate of CR12 (certificate of official search)

• Copies of the article and memorandum of association

• Copy of PIN certificate of one of the company’s directors

• Copy of Tax compliance certificate of one of the directors

• Copy of acknowledgment receipt

You’ll be given a PIN certificate for the company upon successful registration with KRA.  

Registering With the Social Health Insurance Fund  

The Kenyan law requires every employer with one or more employees to register as a contributing employer to the SHIF (formerly NHIF). You need the following documents to register your foreign company with SHIF:  

• Copy of company’s Certificate of Compliance

• Copy of company’s KRA PIN certificate

Registering With the National Social Security Fund

Every employer with one or more employees is required to register as a contributing employer to the NSSF. You need the following documents to register your company with NSSF:  

• Copy of company’s Certificate of Compliance

• Copy of company’s KRA PIN certificate

Appointing a Local Representative for a Foreign Company

Section 979 of the Companies Act requires foreign companies to appoint a local representative for successful registration and operations. This representative ensures the company complies with all the requirements under the Companies Act, 2015. The local representative is also required to establish and maintain a registered office and keep it open every business day. One or more representatives must also be present in the said office each business day to streamline the company’s operations in the country.  

This local representative is not required to hold any shares in your company. At  Gichuri & Partners , we provide local representative services for foreign companies seeking to make a mark in Kenya. We provide registered office services to ease your compliance with the Companies Act.  

Our comprehensive local representative services include:  

• Being responsible for your company’s compliance with the Company’s Act

• Ensuring all the required fillings are made to the Registrar of companies

• Serving as the primary contact between your company, government agencies, and the public

Conclusion

Kenya’s Companies Act of 2015 allows foreign companies to set up branches and trade locally. Foreign companies must meet the requirements outlined under this Act, including the appointment of a local representative. At Gichuri & Partners, we can guide you through the registration of a foreign company and serve as your local representative. Get in touch with us for a free consultation.