Kenya has no legal structure called a limited liability company (LLC). The equivalent is a private company limited by shares, governed by the Companies Act, 2015 and registered online through the Business Registration Service (BRS) on the eCitizen portal. This guide covers the requirements, documents, steps, cost, timeline, and post-incorporation compliance.
When founders search for “LLC company registration in Kenya,” they almost always need a private company limited by shares. The sections below track the full flow, from name reservation to your first tax filing. For the broader walkthrough, see Commenda’s guide to company registration in Kenya.
Can You Register an LLC in Kenya?
Yes. You register a private company limited by shares, the Kenyan LLC equivalent. Under Section 6 of the Companies Act, 2015, members’ liability is capped at the amount unpaid on their shares. Section 9 defines a private company by three limits: restricted share transfers, a maximum of 50 members, and no public share offers. The company is a separate legal person from its owners.
A private company limited by shares differs from a limited liability partnership (LLP), formed under the LLP Act, 2011 (Act No. 42 of 2011), and from a company limited by guarantee, which has no share capital and suits non-profits.
Should You Register a Business Name or a Private Limited Company in Kenya?
Register a private company if you need limited liability and a separate legal entity. A business name (sole proprietorship or partnership) is cheaper and faster, but it gives neither. The table below compares the three main structures so you can match the vehicle to your risk and growth plans.
| Feature | Business name | Private company limited by shares | Limited liability partnership (LLP) |
|---|---|---|---|
| Separate legal personality | No | Yes | Yes (Section 6, LLP Act 2011) |
| Limited liability | No | Yes, to unpaid share amount (Companies Act 2015, s.6) | Yes (LLP Act 2011) |
| Members | Sole owner or partners | 1 to 50 (Companies Act 2015, s.9) | 2 or more (LLP Act 2011, s.16) |
| Governing law | Registration of Business Names Act | Companies Act 2015 | LLP Act No. 42 of 2011 |
| Ongoing compliance | Low | Higher: annual returns, BO register, tax | Medium: annual solvency declaration every ≤15 months (LLP Act 2011, s.29) |
Source: Companies Act, 2015; LLP Act 2011. A private company also allows 100% foreign ownership in most sectors, covered below. A registered company can bid for public tenders reserved under Kenya’s Access to Government Procurement Opportunities (AGPO) program, which sets aside 30% of government procurement for youth, women, and persons with disabilities. It also trades across the East African Community (EAC) and the Common Market for Eastern and Southern Africa (COMESA) under preferential regional tariffs.
What Are the Requirements to Register an LLC in Kenya?
You need at least one natural-person director, one to 50 shareholders, a registered office in Kenya, and a beneficial ownership disclosure. There is no statutory minimum share capital for a private company. A company secretary is only mandatory once paid-up share capital reaches KES 5 million. The table lists each rule with its source.
| Requirement | Rule | Source |
|---|---|---|
| Directors | At least 1 natural-person director | Companies Act 2015, s.129 |
| Shareholders | 1 to 50 members | Companies Act 2015, s.9 |
| Share capital | No statutory minimum | Companies Act 2015 |
| Registered office | Physical address in Kenya required | Companies Act 2015 |
| Company secretary | Required only at paid-up capital ≥ KES 5,000,000 | Companies Act 2015, s.243 |
| Beneficial ownership (BO) | Disclose anyone with ≥10% shares, voting rights, or control | BO Regulations, 2020 |
The 10% beneficial ownership threshold took effect on 28 February 2020 under the Companies (Beneficial Ownership Information) Regulations, 2020, a lower bar than the UK’s 25% standard.
What Documents Do You Need to Register a Company in Kenya?
The BRS requires forms CR1, CR2, and CR8 plus a Statement of Nominal Capital, backed by identity documents and a beneficial ownership register. Verify every form against current BRS guidance, since labels have changed across portal versions. The table below lists each document, its form number, and the issuing authority.
| Document | Form | Provided by | Source |
|---|---|---|---|
| Memorandum of association | CR1 | Applicant | BRS fee schedule |
| Articles of association | CR2 | Applicant | BRS fee schedule |
| Declaration of compliance | CR8 | Applicant | BRS fee schedule |
| Statement of nominal capital | N/A | Applicant | BRS fee schedule |
| Beneficial ownership register | BOF1 | Applicant | BO Regulations 2020 |
| National ID or passport | N/A | Each director and shareholder | BRS |
| KRA PIN | N/A | Directors and shareholders | Kenya Revenue Authority (KRA) |
Model Articles can be adopted instead of custom articles. Foreign directors supply a passport in place of a national ID.
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How Do You Register a Company in Kenya Online via eCitizen? (Step by Step)
The whole process runs through the eCitizen portal and typically completes in about a week with correct documents. BRS registry functions now sit on “BRS Version 2” on eCitizen, per the BRS services list dated 20 May 2025. Follow the six steps below.
Step 1: Create an eCitizen Account
Register on eCitizen using a national ID (citizens) or passport (foreigners), then open the BRS section.
- Provide a valid email and phone number for verification.
- All BRS company services route through eCitizen.
Step 2: Reserve Your Company Name
Submit up to three proposed names for the Registrar’s availability check. A reserved name is held for 30 days, extendable to a maximum of 60 days.
- The name search and reservation fee is KES 150 per name.
- Check availability first with Commenda’s free company name checker.
Step 3: Prepare Incorporation Documents
Complete CR1, CR2, CR8, the Statement of Nominal Capital, and the BOF1 beneficial ownership register.
- Use the documents table above as your checklist.
- Attach IDs or passports and KRA PINs for all directors and shareholders.
Step 4: Submit and Pay the Registration Fee
Upload the forms, submit, and pay the government fee through the portal.
- Pay by mobile money, card, or bank transfer.
- The fee figure sits in the cost table below.
Step 5: Receive the Certificate of Incorporation
The Registrar issues a digital Certificate of Incorporation on eCitizen with your company registration number.
- Download the certificate directly from your eCitizen account.
- The company is now a legal person and can contract in its own name.
Step 6: Complete Post-Incorporation Registrations
Register a company KRA PIN, obtain a county Single Business Permit, and set up your recurring compliance.
- Apply for the KRA PIN through iTax, detailed below.
- Track annual returns and tax deadlines from day one.
How Much Does It Cost to Register a Company in Kenya in 2026?
A standard do-it-yourself registration costs about KES 10,800 in government fees: KES 150 for name reservation plus KES 10,650 for incorporation per the BRS Companies Registry fee schedule. BRS’s FAQ document lists the incorporation fee at KES 10,750, so budget for either figure. Optional agent fees are extra. The table separates government fees from optional costs.
| Item | Fee (2026) | Source |
|---|---|---|
| Name search and reservation | KES 150 per name | InvestKenya eProcedures |
| Company incorporation | KES 10,650 | BRS Companies Registry fee schedule |
| Beneficial ownership filing | Free | BO Regulations 2020 |
| Company KRA PIN | Free | KRA |
| Stamp duty on initial nominal capital | None | Legal Notice No. 60 of 2016 |
| County Single Business Permit | Varies by county, annual | County government |
| Agent or professional fees | Varies (optional) | N/A |
Kenya abolished ad valorem stamp duty on a company’s initial nominal share capital from 11 April 2016 under Legal Notice No. 60 of 2016. The former 1% rate still applies to later capital increases.
How Long Does Company Registration Take in Kenya?
A private company is typically incorporated in 3 to 5 working days once documents are correct, per the BRS fee schedule. Name reservation adds a day or two up front, so budget about a week end to end for a clean, query-free application. Name rejections and document queries are the most common delays.
| Stage | Typical time | Source |
|---|---|---|
| Name reservation | 1 to 3 business days | InvestKenya eProcedures |
| Incorporation review and certificate | 3 to 5 working days | BRS fee schedule |
| Total, DIY with no queries | About 1 week | BRS |
Can a Foreigner Register an LLC in Kenya?
Yes. The Companies Act, 2015 imposes no residency or local-director requirement, so a foreign national can be the sole director and own 100% of the company in most sectors. Registration is passport-based on eCitizen and can be done without traveling to Kenya. Sector caps apply in telecoms, insurance, mining, aviation, and land.
In practice, foreign directors need a KRA PIN, and KRA’s PIN process makes a locally available director or contact a practical necessity, as noted by Bowmans. Founders weighing other markets can compare how to register an LLC in Nigeria or start an LLC in Ghana, another African jurisdiction. Those scaling outward can also register a company in the UAE from Kenya.
How Do You Register a KRA PIN for Your Company?
Apply for the company PIN (Personal Identification Number) through the KRA iTax portal after incorporation, using your Certificate of Incorporation and the directors’ PINs. It is free. The company PIN is separate from each director’s personal PIN.
At registration you select your tax obligations: income tax always applies, value added tax (VAT) applies once you cross the turnover threshold, and pay as you earn (PAYE) applies if you hire staff. Verify your tax IDs across borders with Commenda’s global tax ID verification tool.
What Taxes Does a Kenyan Company Pay After Registration?
A resident company pays 30% corporate income tax (CIT), charges 16% VAT once registered, and withholds tax (WHT) on specified payments. Capital gains tax (CGT) is 15% on net gains. VAT registration is mandatory above KES 5 million in annual taxable turnover. The table lists the main rates; confirm current figures with KRA.
| Tax | Rate | Trigger | Source |
|---|---|---|---|
| Corporate income tax (resident) | 30% | On company profits | KRA |
| VAT | 16% | Taxable turnover > KES 5,000,000 / 12 months | KRA |
| Capital gains tax | 15% | Net gains on asset or share sales | KRA |
| WHT, dividends (resident) | 5% | On dividend payments | KRA |
| WHT, interest | 15% | On interest payments | KRA |
| WHT, royalties | 5% resident / 20% non-resident | On royalty payments | KRA |
| WHT, management and professional fees | 5% resident / 20% non-resident | On service fees | KRA |
Do You Need a County Business License in Kenya?
Yes. Every operating business needs a Single Business Permit (SBP) from the county government where it trades, renewed annually. Fees vary by county and business category, driven by turnover, premises size, and sector, and commonly range from a few thousand to tens of thousands of shillings. Nairobi issues its SBP through the Unified Business Permit.
Sector-specific licenses may apply on top of the SBP, for example in food handling, health, or financial services. Check your county’s finance act schedule for the exact category and fee before you open.
What Compliance Does a Kenyan Company Owe After Incorporation?
Annual returns to the Registrar, tax filings to KRA, and keeping the beneficial ownership register current are the core recurring obligations. Hiring adds PAYE, National Social Security Fund (NSSF), and Social Health Insurance Fund (SHIF) filings. Missing deadlines triggers penalties and, for persistent default, strike-off from the register. The calendar below sets out each obligation.
| Obligation | Frequency | Deadline | Authority | Source |
|---|---|---|---|---|
| Annual return | Annually | First due about 18 months after incorporation, then yearly | Registrar of Companies (BRS) | Companies Act 2015 |
| Corporate income tax return | Annually | 6 months after financial year-end | KRA | KRA |
| Instalment tax | Quarterly | 20th day of the 4th, 6th, 9th, 12th months | KRA | KRA |
| VAT return | Monthly, if registered | 20th of the following month | KRA | KRA |
| PAYE | Monthly, if employing | 9th of the following month | KRA | KRA |
| NSSF and SHIF | Monthly, if employing | 9th of the following month | NSSF, Social Health Authority | NSSF, SHA |
| BO register update | On any change | Within 30 days of the change | Registrar (BRS) | BO Regulations 2020 |
Keep every deadline in one view with Commenda’s compliance calendar.
How We Help You Register a Company in Kenya
Commenda’s incorporation service gives you end-to-end support for your Kenyan private company limited by shares: document preparation, BRS and eCitizen filings, and coordination with the relevant authorities. After the Certificate of Incorporation lands, entity management tracks your annual returns, KRA filings, and beneficial ownership updates so nothing slips.
That means certainty of process from name reservation to your first tax filing, with human experts handling the paperwork and a single dashboard for every deadline. Book a demo to get a clear checklist and timeline for your Kenya incorporation.
About the author
Logan leads Commenda’s Services and Operations team, helping controllers, heads of tax, and finance leaders navigate international expansion. He built a global expert network across 70 countries and previously worked in management consulting across the Middle East and Southeast Asia.
Disclaimer: Commenda and its affiliates do not provide tax, accounting, or legal advice. This material has been prepared for informational purposes only, and is not intended to provide or be relied on for tax, accounting, or legal advice. You should consult your own tax, accounting, and legal advisors before engaging in any related activities or transactions.






