How to Register a Limited Liability Company in Kenya

Registering a Limited Liability Company (LLC) in Kenya is a critical step for entrepreneurs seeking to formalize their business and gain legal recognition. An LLC offers numerous advantages, including limited liability for its shareholders, easier access to financing, and enhanced credibility with clients and partners. Here’s a detailed, easy-to-follow guide to registering an LLC in Kenya.

1. Understand the Basics of an LLC

A Limited Liability Company (LLC) is a legal entity separate from its owners (shareholders). This means:

  • Owners are only liable up to the amount of their shareholding.
  • The company can own assets, sue, or be sued independently of its shareholders.

2. Prepare Required Documents

You’ll need the following information and documents to register your LLC:

  • Proposed company name (ensure it’s unique and not already in use).
  • Nature of the business (brief description of activities).
  • Shareholding structure (who owns what percentage).
  • Directors’ details (name, ID/passport number, PIN certificate, address, and nationality).
  • Company physical and postal address.
  • Memorandum and Articles of Association (MOA and AOA).

3. Create an eCitizen Account

All company registrations in Kenya are conducted online via the eCitizen portal. If you don’t already have an account:

  1. Go to the eCitizen portal.
  2. Register for an individual account using your ID and email address.
  3. Log in and navigate to the Business Registration Service (BRS) section.

4. Conduct a Name Search

Before registering your LLC, ensure the desired name is available.

  1. Click on Name Search under the BRS section.
  2. Submit your proposed company name(s) for approval (you can submit up to 3 options).
  3. Pay the Ksh 150 fee via mobile money or card.
  4. Await approval, which typically takes 1-2 days.

5. Fill Out the Registration Form (CR1)

After your name is approved, proceed to register your company:

  1. Select the Company Registration option on the BRS portal.
  2. Complete the CR1 form, which requires:
    • Approved company name.
    • Details of directors and shareholders.
    • Share capital and allocation.
    • Company address and contact information.
  3. Upload necessary documents, including scanned copies of ID/passports and PIN certificates for all directors and shareholders.

6. Submit the Memorandum and Articles of Association (MOA and AOA)

The MOA outlines the company’s objectives, while the AOA defines its operational rules. You can:

  • Use the standard MOA and AOA templates provided on the portal, or
  • Draft custom documents with the help of a lawyer.

7. Pay the Registration Fee

The registration fee depends on the company’s share capital:

  • For capital up to Ksh 1 million, the fee is approximately Ksh 10,000.
  • Additional fees may apply for higher share capital.

Payment can be made via mobile money, bank transfer, or card directly through the portal.

8. Submit the Application

Once all forms are completed and fees paid:

  1. Review your application to ensure all details are accurate.
  2. Submit the application online.
  3. You will receive a notification confirming submission.

9. Receive Your Certificate of Incorporation

After approval (usually within 3-5 business days), you will receive:

  • A Certificate of Incorporation: Proof of your LLC’s legal status.
  • A CR12 form: Confirms the company’s directors and shareholders.

Both documents will be available for download on the eCitizen portal.

10. Register for a KRA PIN

Every registered company in Kenya must have a PIN from the Kenya Revenue Authority (KRA):

  1. Log in to the iTax portal.
  2. Select New PIN Registration and choose Non-Individual PIN.
  3. Complete the form using your company’s registration details and upload the Certificate of Incorporation.
  4. Submit and receive your PIN within 24 hours.

11. Apply for Necessary Licenses

Depending on your business type, you may need additional licenses or permits:

  • County Business Permit: Obtainable from your local county office.
  • Industry-Specific Licenses: For example, health permits for restaurants or professional certifications for consultancy firms.

12. Open a Business Bank Account

To transact legally as an LLC, open a business bank account. You’ll need:

  • Certificate of Incorporation.
  • CR12 form.
  • KRA PIN.
  • Directors’ ID/passport copies.

Tips for a Smooth Registration Process

  • Have All Documents Ready: Missing documents can delay the process.
  • Double-Check Information: Ensure all names, addresses, and numbers are accurate.
  • Consult a Lawyer if Needed: For customized MOA/AOA or complex shareholding structures.

Why Registering an LLC is Worth It

  • Limited Liability: Protects your personal assets.
  • Credibility: Builds trust with clients, suppliers, and investors.
  • Access to Funding: Easier to secure loans or attract investors.

Final Thoughts

Registering a Limited Liability Company in Kenya is a straightforward process when you follow the steps outlined above. With your LLC in place, you’re equipped to operate legally, build your brand, and scale your business with confidence.

Visit the eCitizen portal today and take the first step toward formalizing your business!

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