In short, the Registrar of Companies charges KES 10,650 to register a private limited company in Kenya, and the registration takes three to five working days when the system behaves. The registry fee is the smallest part of the bill. A company run by Kenyan founders should budget between KES 50,000 and KES 100,000 all in for its first year of existence, including the county permit and professional fees, and a foreign-owned company setting up a Kenyan subsidiary with one expatriate director should budget upwards of KES 600,000 once the investor permit, the contact person and the compliance filings are counted. This article gives every figure, two worked budgets, the requirements, the realistic timeline and the four items which catch foreign-owned companies out.
The number in the title
Search for the cost of registering a company in Kenya and the answers come from auditors, payroll platforms, web developers and business brokers. Not one Kenyan law firm publishes the figure, which is odd, because the figure is public. The Business Registration Service charges KES 10,650 for a private limited company through eCitizen, a fee which covers the name reservation and the certificate of incorporation, and the same fee for a public company. A limited liability partnership is KES 25,000, a business name for a sole trader is KES 950, and the registration of a branch of a foreign company is KES 7,550. There is no longer stamp duty on share capital and no minimum share capital for a private company, so a company with one shareholder holding one share of one shilling costs the same to register as one capitalised at a billion. Those are the registry’s numbers. Everything after them is where the real cost sits.
What you need before you start
The Registrar asks for a proposed name and two alternatives, the objects of the company, a registered office address in Kenya, the particulars of every director and shareholder including national identity card or passport, KRA PIN and residential address, the particulars of the beneficial owners holding ten percent or more, and the company’s articles, for which most companies adopt the model articles with amendments. Every director and shareholder needs a KRA PIN, and a non-resident obtains one through a registered tax agent before incorporation is filed, which is the first delay foreign founders meet. A private company needs at least one director who is a natural person and one shareholder, and the same person may be both. A company secretary is compulsory only where the paid-up capital is KES 5,000,000 or more, and a company without one and without a Kenya-resident director must appoint a contact person, which is dealt with below.
The full cost for Kenyan founders
Take two Kenyan founders setting up a services company in Nairobi with a small office and no expatriate staff. The budget for the first year looks like this.
| Item | Government fee, KES | Professional fee, KES |
| Name reservation and registration of private company | 10,650 | |
| Articles of association and shareholder resolutions | 50,000 to 250,000 | |
| Beneficial ownership register and filing | Nil | Included |
| KRA PIN for the company and iTax set-up | Nil | Included |
| Nairobi single business permit, small office | 5,000 to 25,000 | |
| NSSF, SHIF and Affordable Housing Levy employer registration | Nil | Included |
| Company stamp | 800 to 2,000 | |
| Registered office, if a virtual office is used | 15,000 to 40,000 a year | |
| Annual return, first year | A few hundred | |
| Total, first year | 16,000 to 38,000 | 15,000 to 300,000 |
So the whole first year, with an advocate doing the work properly, lands between KES 50,000 and KES 100,000 for most small companies, and at the bottom of the range if the founders have their own premises and adopt the model articles without amendment. A company which needs a shareholders’ agreement, a sector licence, or a bespoke share structure pays more for the drafting, and it is money well spent, because the documents drawn at incorporation are the ones which decide the founders’ dispute five years later.
The full cost for a foreign-owned company
A foreign investor setting up a wholly owned Kenyan subsidiary pays the same registry fee and then meets four further items, each of which is missed by most of the pages which rank for this search.
- The investor permit. A foreign national who will work in the company needs a Class G investor permit, which requires evidence of an investment of at least USD 100,000, a processing fee of KES 20,000 and an issuance fee of KES 250,000 a year. Plan on two to four months from application to endorsement, whatever the official turnaround says. Our work permit guide covers the classes and the documents.
- The contact person. Section 243A of the Companies Act, inserted in 2023, requires a private company which has neither a Kenyan company secretary nor a Kenya-resident director to appoint a natural person permanently resident in Kenya as its contact person, to hold the records of directors, shareholders and beneficial owners. A company which fails to appoint one faces a fine of up to KES 500,000 against the company and each officer, and a further KES 50,000 a day for each day of default. A subsidiary incorporated with an all-foreign board and no contact person is accumulating this liability from its first day, and most do not know it. The appointment itself costs nothing at the registry. The person costs what you agree with them, and the firm provides the service.
- Beneficial ownership. The beneficial owners of the parent, up the chain to the natural persons holding ten percent or more, must be identified and filed at the registry, and the filing is checked against the parent’s own records. Where the parent is listed or held through funds, establishing who the beneficial owners are is the slowest part of the incorporation, and it is best started before the name is reserved.
- The bank. Kenyan banks open accounts for foreign-owned companies, but each has its own list of documents, most want a resident signatory or a resident director on the mandate, and some take longer than the registry did. The account is not a legal requirement for incorporation. It is a practical requirement for everything after it, and the timeline should include it.
For a subsidiary with a single expatriate managing director, a registered office in Nairobi and no sector licence, the first-year budget runs like this.
| Item | Government fee, KES | Professional fee, KES |
| Registration of private company | 10,650 | |
| Articles, board resolutions, parent approvals and beneficial ownership chain | 80,000 to 200,000 | |
| KRA PINs for non-resident directors through a tax agent | Nil | 10,000 to 30,000 |
| Class G investor permit, processing and first year | 270,000 | 100,000 to 250,000 |
| Contact person under section 243A, first year | Nil | 60,000 to 150,000 |
| Registered office, virtual | 30,000 to 60,000 a year | |
| Nairobi single business permit, medium office | 25,000 to 100,000 | |
| Bank account opening support | 20,000 to 50,000 | |
| Total, first year | 306,000 to 381,000 | 300,000 to 740,000 |
It comes to a first-year cost between roughly KES 600,000 and KES 1,000,000, of which the registry fee is one percent. A company which also needs a sector licence, a data protection registration, an import licence or a county trade permit beyond the single business permit adds each of those, and we table every one before the client signs, because an investor who discovers the permit fee after the board has approved a smaller budget has a problem with his board rather than with Kenya.
How long it takes, honestly
The registry says three to five working days from filing to certificate, and on a good week it is true. The name reservation is usually same day. The delays come before filing, in obtaining PINs for non-resident directors and assembling the beneficial ownership chain, and after it, in the eCitizen outages which stop every filing in the country for a day or two at a time and which no official timeline mentions. For Kenyan founders with their documents ready, plan on one to two weeks from instruction to certificate. For a foreign-owned subsidiary, plan on three to six weeks to incorporation and two to four months to a permit-holding director with a functioning bank account. Anyone who promises a foreign investor a complete set-up in a week has not done one.
Is a foreigner allowed to own the whole company
Yes, in almost every sector. Kenyan company law places no general limit on foreign shareholding and does not require a local director, whatever the ranking pages say. The exceptions are sector rules, and the ones confirmed against the statutes are insurance, where a third of the shares must be held by Kenyan citizens, and private security, where the local shareholding requirement is twenty-five percent. The thirty percent local equity requirement for ICT licensees was removed by gazette notice in August 2023. What a foreign-owned company is unable to do is hold freehold land, because Article 65 of the Constitution treats a company as a citizen only where it is wholly owned by citizens, so one foreign shareholder limits the company to leases of ninety-nine years. Our article on foreign ownership of land explains the point and the structures which do not get around it.
The costs after registration
Registration is the cheapest year. Every year after it the company files an annual return with the registry, renews its county permit, files its returns with the Revenue Authority monthly and annually, and keeps its beneficial ownership register current within the statutory period after any change. A company with employees registers and remits to NSSF, the Social Health Insurance Fund and the Affordable Housing Levy every month. A company with paid-up capital of KES 5,000,000 or more retains a company secretary. And a company which lets any of this lapse finds the registry striking it off, the county sealing its premises or the Revenue Authority freezing its PIN, each of which costs more to undo than the compliance would have cost to keep.
What we charge
We quote a fixed fee for incorporation, and the fee depends on which of the two budgets above describes you. For Kenyan founders it covers the name, the articles, the resolutions, the beneficial ownership filing, the PIN and the first board minutes, and it sits inside the professional fee range in the first table. For a foreign-owned subsidiary it covers the same together with the beneficial ownership chain, the non-resident PINs, the section 243A appointment and the bank introduction, with the investor permit quoted as a separate module, and the whole set-up is tabled item by item, government fee beside professional fee, before you instruct. All fees exclude statutory disbursements and VAT.
Questions we are asked every week
How much does it cost to register a company in Kenya?
The registry fee is KES 10,650 for a private limited company. With a county permit and an advocate the first year costs between KES 50,000 and KES 100,000 for Kenyan founders, and upwards of KES 600,000 for a foreign-owned subsidiary with an expatriate director.
How long does company registration take in Kenya?
Three to five working days at the registry once the documents are filed. One to two weeks in practice for Kenyan founders, and three to six weeks for a foreign-owned company because of the PINs and the beneficial ownership chain.
Is there a minimum share capital?
No, not for a private company. A foreign investor who wants a Class G permit must evidence an investment of at least USD 100,000, which is a permit rule rather than a company rule.
Do I need a Kenyan director?
No. The law does not require one. A company with no resident director and no company secretary must appoint a contact person under section 243A, and banks prefer a resident signatory.
Do I need a company secretary?
Only where paid-up capital is KES 5,000,000 or more. Below it, a company secretary is optional, and the contact person requirement applies instead where there is no resident director.
What is the penalty for not appointing a contact person?
A fine of up to KES 500,000 against the company and each officer, and KES 50,000 for each day the default continues.
Is it possible to register a company in Kenya from abroad?
Yes. The filing is online, the documents are signed abroad and verified, and the firm acts under a power of attorney. The non-resident PIN and the beneficial ownership chain are the two steps to start first.
Next step
Send us the proposed name, the shareholders and directors, and whether any of them is outside Kenya, by e-mail to peter@pmlaw.co.ke or WhatsApp through +254 714 644 080. We reply within one working day with a tabled budget for your set-up, government fees beside professional fees, and a realistic timeline. Nothing is charged until you instruct us.
Peter Maina is a Partner of Peter Maina & Company Advocates, Hazina Towers, Nairobi. He is an Advocate of the High Court of Kenya practising in corporate and commercial, capital markets, immigration and real estate law, and acts for Kenyan founders and foreign investors setting up and operating companies in Kenya.
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