Ruth Rotich & Company AdvocatesREGISTRATION OF FOREIGN COMPANIES IN KENYA

INTRODUCTION

Registration of foreign companies in Kenya is spelt out in the Companies Act, No. 17 of 2015 . Provisions of the law have been clearly spelt out to give appropriate steps on how foreign companies can operate in Kenya.

APPLICABLE LEGAL PROVISIONS

Incorporation of branches of foreign companies is outlined in the provisions of Sections 974 to 979 of the Companies Act No. 17 of 2015.

After registration is complete, foreign companies have to adhere to the following laws:

1. The Tax Procedures Act.
2. National Social Security Fund Act.
3. Social Health Insurance Act.

PROCESS OF REGISTRATION

We must critically point out in the preliminary that the foreign company seeking to set up a branch in Kenya must appoint a local representative.

For registration of the foreign company the following documents are required:-

1. A certified copy of a current certificate of the foreign company’s incorporation or registration in its place of origin. The certificate of registration must be notarized or certified by the Registrar of Companies of that country.
2. A certified copy of its constitution from its place of origin. The term constitution in this instance may be used to mean the company articles or other document of similar effect.
3. Memorandum of a local representative. This refers to a document signifying grant of authority to the company’s local representative to carry out any mandate relating to carrying out the operations of the company.
4. Passport photo(s) of the directors of the parent company.
5. Identification documents of the directors of the parent company.(passport bio shall suffice.)
6. National ID of the company’s local representative. (Must be a Kenyan citizen.)
7. Passport photo of the local representative.
8. Relevant documents relating to the nature of the business.

In addition to the documents outlined above, the foreign company must submit:

1. A minimum of three and a maximum of five proposed names for the Company during its operations in Kenya.
2. A letter of no objection to the use of each of the proposed names in the registration of branches in Kenya.
3. Information on the nature of business.
4. Original country of operation of the company.
5. Foreign company’s physical, postal and email address in its country of origin.
6. Foreign company’s telephone contacts in its country of origin.
7. Foreign company’s physical, postal and email address in Kenya.
8. Foreign company’s telephone contacts in Kenya.
9. Company’s days of operation.
10. Foreign company’s directors’ physical, postal and email addresses.
11. Foreign company’s directors’ telephone contacts.
12. Foreign company’s directors’ nationality.
13. Local representative’s physical, postal and email address.
14. Local representative’s telephone contacts.

REGISTRATION FEES

The application for registration must be accompanied by a mandatory fee of Kenya Shillings Seven Thousand Seven Hundred and Fifty only.

Upon registration, the registrar issues a certificate of compliance to the company indicating that the company has been registered as required under section 975(4) of the Companies Act, No. 17 of 2015.

TIME FOR REGISTRATION

Registration of the company takes a period of one week to be registered. Upon successful registration, the registrar of companies issues a certificate of compliance, to indicate the name of the company and its unique identifying number and the fact that the company is registered under this Act as a foreign company. It also indicates the date of its registration as a foreign company and the date of its incorporation in its place of origin.

POST-REGISTRATION REQUIREMENTS

Social Health Insurance Fund

Every employer who, under a contract of service, has employed one employee or more must register with the Fund as a contributing employer. Failure to do so bars the employer from accessing public services. To enable registration with the Social Health Insurance Act,2023 an employer is required to provide the following documents:

1. The Company certificate of compliance.
2. The Company Kenya Revenue Authority Pin certificate.

National Social Security Fund

Every employer who, under a contract of service, has employed one employee or more must register with the Fund as a contributing employer. Failure to do so bars the employer from accessing public services. To enable registration with the National Social Security Fund Act, an employer is required to provide the following documents:

1. The Company certificate of compliance.
2. The Company Kenya Revenue Authority Pin certificate.

Tax Requirements

For purposes of payment of corporate tax, the company is required to register with the Kenya Revenue Authority.

Upon such registration, the Kenya Revenue Authority, the company is issued with a pin certificate. The company is required to provide the following documents:

1. Copy of Certificate of compliance.
2. Copy of CR12-Certificate of official search.
3. Copy of Memorandum and Article of Association.
4. Copy of PIN Certificate for one of the company’s directors.
5. Copy of Tax Compliance certificate of one of the company’s directors.
6. Copy of the Acknowledgement receipt.

CONCLUSION

In summary, it is essential to state that directors of foreign company seeking to establish and operate a business in Kenya must ensure they appoint a local representative. Subsequently, they must ensure that they strictly have the information and documents comprehensively discussed above to enable the registrar issue a certificate of compliance.

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