If you are a foreign investor planning to do business in Kenya, one of the first decisions you’ll need to make is how you want to establish your presence.
You may already operate a company outside Kenya and want to establish a branch locally. Alternatively, you may want to create a new Kenyan company owned by you or your overseas company. These two options determine the documents you file, who is legally responsible for the Kenyan operation and the compliance requirements you must meet after registration.
You may also have questions about whether you need a Kenyan shareholder, how much capital you need and whether you need a KenInvest certificate before starting the registration process.
The good news is that foreign investors can establish businesses in Kenya. The key step is choosing the appropriate structure and understanding the requirements that apply to your particular business.
Can a Foreigner Register a Company in Kenya?
Yes. You can establish a business in Kenya as a foreign investor, subject to the company registration, tax, immigration, investment and sector-specific requirements that apply to your business.
Kenya does not currently impose a general requirement for a foreign-owned Kenyan company to have Kenyan shareholders. The former 30% local shareholding requirement was repealed through the Finance Act 2016.
This means you do not generally need a Kenyan shareholder simply because you are a foreign investor. However, some sectors have their own ownership or licensing requirements. Check the rules governing your proposed business activity before registering the company.
Kenyan Company or Foreign Branch?
This is one of the first decisions you need to make.
If you already operate a company outside Kenya and want to establish a place of business here through that existing company, you can register it as a foreign company.
If you want to set up a separate company in Kenya, you can incorporate a Kenyan company with foreign shareholders.
The distinction is straightforward. A foreign company is an existing company incorporated outside Kenya that establishes a place of business in Kenya. A Kenyan company is incorporated in Kenya under the Companies Act.
The two options have different registration requirements, filing obligations and ongoing compliance requirements. Choosing the right option before you register can help you avoid having to change the business structure later.
Documents Required for Foreign Company Registration
If you choose to register an overseas company in Kenya, you will need to provide the corporate information and supporting documents required under Kenya’s Companies Act 2015.
These include a certified copy of the company’s current certificate of incorporation or equivalent document from its country of origin, a certified copy of its constitution, details of its directors and shareholders, information about registrable charges and the address of its registered office in Kenya. You must also meet the applicable requirements for the company’s name and local representative.
The Business Registration Service currently provides specific forms for foreign companies. These include FC1 for the application for registration, as well as forms dealing with the local representative, registered office and changes to company particulars.
Documents issued outside Kenya may also require certification, notarisation or other formal authentication before they can be submitted. The exact formalities depend on the document and the requirements applicable to your application.
The Foreign Company Registration Process in Kenya
Foreign-company registration is currently completed online through the eCitizen platform.
The Business Registration Service’s current fee schedule lists foreign-company registration at KSh 7,550 and gives a stated processing time of 3–5 days. The actual time can vary if the application or supporting documents require correction or additional information.
The process generally involves:
- Choosing the appropriate structure. Decide whether you need to incorporate a Kenyan company or register your existing overseas company as a foreign company.
- Confirming your proposed business activity. Check whether your industry has additional licensing, ownership or regulatory requirements. Registering a company does not by itself authorise every type of regulated business activity in Kenya.
- Preparing the required documents. Complete the required foreign-company forms and ensure that all supporting documents meet the applicable certification, notarisation or authentication requirements before submission.
- Appointing the required local representative. Ensure that the foreign company meets the applicable requirements for its local representative in Kenya.
- Submitting the application online. Complete the foreign-company application through eCitizen and submit the required forms and supporting documents.
- Obtaining the certificate of compliance. Once the Registrar approves the application, the foreign company receives a certificate of compliance.
The USD 100,000 Capital Requirement
You do not generally need USD 100,000 simply to register a foreign-owned company in Kenya.
The USD 100,000 figure is relevant to the investment certificate framework under the Investment Promotion Act. It is also relevant to immigration.
If you intend to work in the Kenyan business, the current Directorate of Immigration Services Class G permit requirements include documentary proof of capital to be invested of at least USD 100,000. A Class G permit covers a foreign national intending to engage in a specific trade, business, consultancy or profession in Kenya.
These are separate requirements. You can register a foreign-owned company without treating USD 100,000 as a general company-registration capital requirement, but you may need to meet the USD 100,000 threshold if you are applying for an investment certificate or a Class G permit.
Post-Registration Requirements
Registering the company is only the beginning of setting up your business in Kenya.
After registration, you may need to:
- Register for tax and meet ongoing tax obligations.
- Obtain licences and permits required for your industry and location.
- Comply with employment requirements if you will hire staff in Kenya.
- Obtain the appropriate immigration permission if you or other foreign nationals will work in the business.
- Keep the company’s statutory records and make required filings.
- Meet applicable beneficial ownership reporting requirements.
The requirements will depend on your business activities, where you operate and the people working for the company. Check these requirements early so that you can start operating lawfully after registration.
Legal Advice for Foreign Investors
Getting legal advice before registration can help you avoid choosing a structure that does not fit your business, missing a required licence or discovering later that you need additional immigration or regulatory approvals.
A lawyer can help you decide whether to register your existing overseas company as a foreign branch or incorporate a Kenyan company, review the proposed ownership and management arrangements, identify the licences and approvals you need and guide you through the registration process.
Legal advice is particularly valuable if you are entering a regulated sector, bringing foreign employees into Kenya, making a significant investment or setting up a Kenyan operation for an existing overseas business.
Start With the Right Structure
Before registering your business in Kenya, decide whether you need to register your existing overseas company as a foreign company or incorporate a separate Kenyan company.
Once you have made that decision, you can identify the documents, licences, tax obligations and immigration requirements that apply to your business.
The USD 100,000 threshold also needs to be considered in context. It is relevant to investment-certificate eligibility and certain immigration requirements, but it is not a universal minimum capital requirement for registering a foreign-owned company in Kenya.
If you are planning to establish a business in Kenya, our Foreign Investment Law team can help you choose the appropriate structure and guide you through the registration, investment and regulatory requirements for your business.
Frequently Asked Questions
Can a foreigner own 100% of a company in Kenya?
Yes, Kenya does not have a general requirement for a foreign-owned company to have Kenyan shareholders. However, some sectors have specific ownership or licensing requirements.
Do I need USD 100,000 to register a foreign-owned company in Kenya?
No. USD 100,000 is not a universal minimum capital requirement for company registration. The threshold is relevant to investment-certificate eligibility and certain immigration requirements, including the Class G permit.
Is a foreign company the same as a foreign-owned Kenyan company?
No. A foreign company is an overseas company that establishes a place of business in Kenya. A foreign-owned Kenyan company is incorporated under Kenyan law and can have foreign shareholders.
Does registering a company allow a foreign investor to work in Kenya?
No. Company registration and immigration permission are separate. A foreign national who intends to work or engage in business in Kenya must obtain the appropriate immigration permission.