INTRODUCTION
The Companies(Foreign Companies) Regulations,2024 introduces a few changes regarding the process registration of foreign companies in Kenya. This will be discussed below.
A. Documents required during registration
The documents needed during the application for registration include:-
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Notarized copy of the foreign company’s certificate of incorporation or registration
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Notarized copy of its constitution.
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Certified translation of the company constitution if it is not in English.
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The list of Directors and shareholders should include the name and the identifier of the director or shareholder as per the Kenyan national identification card and passport for foreigners.
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Personal Identification numbers.
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For Kenyans and foreign residents, they are to provide copy of their national identification card or foreign national certificate, a copy of their personal identification number certificate; and their passport-size photographs.
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For foreigners a copy of their notarized passports and their passport-size photographs.
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If a director or shareholder is a corporate body i.e. a company ,the following documents are needed:- the name and former names of the company, the unique identifier of the company, the country of incorporation, a notarized copy of the certificate of incorporation and the registered physical address of the company.
B. Hours of operation
The foreign company shall attach a notice of hours of operation in Kenya.
C. Certificate of compliance on registration
A certificate of compliance issued upon registration shall contain the following:-
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Name registered at the place of origin in the case where the foreign company is using an alternative name.
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Name of the country of origin the foreign company is registered.
D. Alternative name
A foreign company may be registered using an alternative name if:-
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The name of the company in the country of origin is not available for registration in Kenya.
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A company wishes to use a name, other than the name registered in the country of origin.
E. Certificate of compliance on change of name
A certificate of compliance on change of name shall contain a unique identifier of the company, current and former name of the company and the date on which the name was changed.
F. Cessation of a local representative
A notice of cessation of a local representative of the foreign company will be lodged indicating the name and date he/she ceased to hold that position in the company.
G. Change of particulars of local representative
A foreign company shall lodge a notice of change of particulars to the Registrar of companies indicating the local representative and particulars of change.
H. Amendment of the Constitution or articles
The notice of amendment lodged to the Registrar of companies containing dates of amendment and a notarized copy of the amended constitution. If the document is not in English a certified translation should accompany the notice.
I. Change in directorship
The notice of appointment of new directors should include:-
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National ID for Kenyans, Foreign Nationals Certificate for foreign residents and passport for foreigners.
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Personal Identification numbers for Kenyans or foreign residents.
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Nationality.
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Date of appointment.
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Telephone number and email.
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Notarized copy of the passport where the director is a foreigner.
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Passport size photo.
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Postal address.
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Occupation.
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Residential address of the director.
J. Change in powers of a local director
The lodged notice of change of powers shall state the name of the director, date of changes and nature of power changes.
K. Change of particulars of a director
The lodged notice of change of particulars of a director shall specify names of directors concerned and particulars of change.
L. Change of address or closure of a place of business the company
The foreign company has to lodge a notice to indicate the location or address in the country of origin changes and address of the company registered in Kenya changes.
Within twenty-one days after closing a place of business in Kenya, a registered foreign company shall lodge with the Registrar for registration a notice containing the prescribed particulars of the closure.
M. Charges
Particulars of a charge in the foreign companies’ name has to be lodged and should contain:-
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Date of creation of the charge.
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Amount secured by the charge.
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Person entitled to the charge.
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Details of the property secured in Kenya.
N. Cessation of business and dissolution of a foreign company
Within one month after a registered foreign company has ceased to carry on business in Kenya, a local representative of the company in Kenya lodges with the Registrar for registration a notice of cessation of business in Kenya of registered foreign company.
Within one month after a registered foreign company has been dissolved or deregistered in its place of origin, a local representative of the company in Kenya shall lodge with the Registrar for registration a notice of dissolution or deregistration of registered foreign company in place of incorporation.
CONCLUSION
The proposed changes are progressive and foreign companies are given a leeway to make changes, appointments and cessation. It is highly encouraging and the regulations are recommended for ease of company operations.
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