To set up a private company, you need to propose three unique names in order of priority, define your business objects, outline the nominal share capital, and submit the company’s Articles of Association. You must also provide the registered office address and the specific identifying details such as passport copies, tax certificates, and contact information for all shareholders, directors, and beneficial owners.

Yes. Kenya’s legal framework permits 100% foreign ownership of a private company, meaning a foreign investor does not need a local director or shareholder unless a specific business sector dictates otherwise. However, if the company does not have a resident director or an appointed Company Secretary, you are required to appoint a contact person who is a natural person (human being) with permanent residence in Kenya.

Unlike standard businesses, a company limited by guarantee does not have shareholders or a traditional share capital structure. Instead, it is formed by members who guarantee to contribute a fixed amount toward the entity’s liabilities if the company is wound up. This structure is primarily used for non-profit organizations that require legal personality eg. charitable foundations.

A Kenyan branch of a foreign company operates as a direct legal extension of the foreign entity itself, rather than as a separate legal entity. Because it is not a distinct legal entity, the foreign parent company carries full liability for all financial and legal obligations incurred by the Kenyan branch.

An LLP is a distinct legal entity separate from its partners, combining the operational flexibility of a partnership with the limited liability protections of a company. Partners of an LLP are not liable for the firm’s debts and obligations nor are they liable for each other’s debts and obligations.

A Limited Partnership consists of two types of partners. A general partner who manages the day-to-day operations of the partnership and has unlimited liability for all debts and obligations of the partnership. A limited partner is a passive investor in the partnership and is not involved in its management. The limited partner has limited liability capped at the amount contributed at the time of joining the partnership.

Registering a Business Name is an ideal, cost-effective entry point for local solo entrepreneurs running small, low-risk operations. However, it does not create a separate legal entity, meaning the business owner faces unlimited personal liability for all debts and liabilities. For foreign investors or expanding businesses, choosing a corporate vehicle like a private company is highly recommended to protect personal assets and unlock broader commercial opportunities.

Under the Companies Act, all public companies are required to appoint a company secretary. For private companies, an appointment becomes mandatory if the company reaches a paid-up share capital of Kshs. 5 million or more. Even when not legally mandated by capital thresholds, many businesses retain a company secretary to handle compliance with the Companies Act so they can focus on growth.

A Company Secretary serves as the primary officer responsible for keeping the business fully compliant with the Companies Act Cap. 486. Their day-to-day duties include maintaining statutory registers, preparing and filing Annual Returns online via the eCitizen portal, organizing and recording formal board and shareholder meetings, and filing official changes in corporate structure such as director changes or share transfers.

While the digital eCitizen portal has streamlined online applications, executing complex filings without professional guidance frequently results in errors, delayed processing, or outright rejection. Common mistakes include uploading incorrect or incomplete documents, or ignoring critical compliance obligations. Appointing a company secretary is highly recommended to ensure that your company is compliant with statutory filings.

To begin your journey, you can reach out to us directly through email, phone or through our Contact Form to schedule a consultation. We will take the time to review your business matter and tell you how much it will cost. We will then sign a legal services agreement with you setting out our legal services, legal fees and costs. We typically require payment of a deposit of legal fees and costs before proceeding with a matter.