Comprehensive Business Registration in Kenya

Kenya’s business landscape offers many opportunities, but navigating the registration process can be complex. Whether you’re a budding entrepreneur or an established company, understanding the requirements is crucial. Luvisia Digital provides comprehensive support and consultation services to simplify business registration and related processes in Kenya.

Business Name Registration in Kenya

A business name is the simplest structure for operating a business in Kenya. It’s important to note that a business name is not a separate legal entity.

How to Register a Business Name

Access the eCitizen Platform: Go to https://brsv2.ecitizen.go.ke/
Navigate to Company Registry Services: Select “Companies Registry Services.”
Initiate Application: Click on “Make Application.”
Choose Business Name Registration: Select “Registration of a Business Name” and click “apply.”
Provide Name Preferences: Enter 3 to 5 preferred business names, in order of priority.
Complete Information: Fill in all required details.
Upload Signed Form: Sign the auto-generated registration form, scan, and upload it.
Submit and Pay: Click “submit” and pay the Kshs. 950 registration fee.

Key Facts About Business Names

A business name is not a legal entity.
The registration fee is Kshs. 950.
For more details, visit the official Business Registration Service (BRS) website.

Private Limited Company Registration in Kenya

Registering a private limited company provides a more structured business entity with its own legal standing.

H3: How to Register a Private Limited Company

Access the eCitizen Platform: Go to https://brs.ecitizen.go.ke/
Select Company Registration: Choose “private limited company.”
Provide Name Preferences: Enter 3 to 5 preferred company names, in order of priority.
Fill General Details: Provide the company’s general information.
Enter Director/Shareholder Details: Include details of directors and shareholders, and upload recent passport photos. Directors/shareholders must be registered on the iTax platform.
Provide Shareholding Details: Fill in shareholding information.
Upload Signed Forms: Download the auto-generated forms, sign, scan, and upload them.
Verify Information: Double-check all information before submission.
Make Payment: Pay the registration fee of Kshs. 10,750.

Changing Your Company Name

If you need to change your company’s name, follow these steps:

How to Change a Company Name

Log in to eCitizen
Access “My Businesses”: Click on “VIEW” under the “My Businesses” section and select the company.
Maintain Company: Click on “maintain a company.”
Select “Change of Name”: Choose “change of name.”
Provide Preferred Names: Enter preferred names in order of priority.
Pay the Fee: Pay the Kshs. 4,050 fee and submit.
Await Name Review: Wait for the name review process.
Address Corrections (if needed): You may receive an SMS notification for corrections. Upload the CR15 & CR19 forms (system-generated).
Edit Application: Edit the application with resolution details.
Authenticate Resolution: Select a director(s) to authenticate the resolution.
Download, Sign, and Upload Forms: The system generates CR15 and CR19; download, sign, scan, and upload them.
Submit Application: Submit the application for review.
Download Certificate: Once approved, the change of name certificate will be available for download.

Changing Company Particulars

You can also change other company particulars through the eCitizen platform.

How to Change Company Particulars

Access eCitizen
Maintain Company: In the company details, click “Maintain Company.”
Select Particulars to Change: Choose the specific detail to change (e.g., officials, address).
Save Changes: Make the changes and click “save & continue.”
Make Payment: Pay the applicable fee.

Converting a Business Name to a Private Company

If your business is growing, you might consider converting it from a business name to a private limited company.

How to Convert a Business Name

Maintain Company: Click “maintain Company,” then “make application” and select “Cessation to Convert.”
Select New Company Type: Choose the new business type (private/limited). Save and continue.
Upload DN-6 Form: Upload the signed DN-6 form and continue.
Confirm and Pay: Confirm application details and make payment.
Start Conversion: Once cessation is approved, start the conversion process.
Fill New Company Details: Provide details for the new company type, submit, and pay.

Filing Annual Returns

Companies are required to file annual returns to maintain compliance.

How to File Annual Returns

Maintain Company: Click “maintain a company.”
Choose “Annual Returns”: Select “Annual Returns.”
Submit Returns: Choose “submit returns.”
Select Last Year: Select the last year for returns.
Fill Return Date: Provide the return date.
Download Forms: Download the system-generated forms.
Fill and Re-upload: Complete the forms and re-upload them.
Submit and Pay: Submit and make payment.

Transferring Shares

The eCitizen platform also facilitates the transfer of shares.

How to Transfer Shares

Login to eCitizen
Access “My Businesses”: Click “view” under “My businesses” and select the relevant business.
Maintain Company: Click “maintain company.”
Go to Director/Shareholders: Select “Director Shareholders.”
Choose “Change Particulars”: Select “change particulars.”
Select “Change of Officials”: Choose “change of officials.”
Attach Share Transfer Form: Upload the duly assessed Share Transfer Form (PDF). Ensure it is Commissioned, Signed/witnessed, and Stamped. Include Stamp Duty payment receipts, Form D, and/or Bank slip.

Conducting a Company Background Check

Before engaging with a company, it’s prudent to conduct a background check.

How to Conduct a Background Check

Login to eCitizen
“Make Application”: Select “make application.”
Choose “Official Search (CR12)”: Select “Official Search (“Cr12″) for Private Limited Companies.”
“Apply Now”: Click “Apply Now.”
Enter Company Details: Key in the “Registration Name or Number” of the entity.
Select Company: Select the company and click “next.”
Provide Contact Information: If the company verification status is “Verified,” enter your postal address, code, email, and phone number.
“Save and Continue”: Click “Save and Continue.”
Confirm Information: Confirm by clicking “I hereby confirm that I have provided all the required information. This information is needed by the Registrar for this application.”
Pay Fee: Click “finish” to pay the Ksh. 650 fee.

Important Notes on Official Searches (CR12)

The Official Search is a computer-generated certificate.
Only Verified companies will generate an automated official search.
The Official Search is addressed to the individual or business making the application.

Linking Your Business on the BRS eCitizen Portal

Linking your business is essential for managing it online.

How to Link Your Business

Login: The director, director-shareholder, or appointed company secretary logs in to their account on ecitizen .
“Link Business”: Select “Business Registration Service” and click “Link Business.”
Search for Business: Enter the name or registration number of the business and click “search.”
Select Business: Select the business and click “next.”
Edit Details: Enter the business details: Business Name, Registration Number, Registration Type, and Registration Date. Click “save and continue.”
Nature of Business: Fill in details about the business activities.
Registered Office Address: Add all required information about the registered office address.
Share Information: Provide details on shares: Share Category, number of shares, and value of each share.
Director/Shareholder Information: Fill in details for all Directors/shareholders, their personal details, shares, and Beneficial Ownership Information. Save and continue.
Upload Beneficial Ownership Form: Download the auto-generated Beneficial Ownership Information Form, sign, upload, and submit for review.

Understanding Beneficial Ownership

A beneficial owner is an individual who meets at least one of these criteria:

Directly or indirectly holds at least 10% of the company’s issued shares.
Exercises at least 10% of the voting rights.
Has the right to appoint or remove a director.
Exercises “significant influence or control” over the company.

Company Liquidation

Liquidation is the process of winding up a company, usually due to insolvency.

What is Insolvency?

Insolvency is defined as a company’s inability to pay its debts of Kshs. 100,000 or more.

The Liquidation Process

A liquidator is appointed to manage the company’s assets and distribute them to creditors.
Upon the liquidator’s appointment, the directors’ powers cease, and the company’s affairs and assets are vested in the liquidator.
The Court can appoint or remove a liquidator.
Liquidation can be voluntary or initiated through the Court.
Within 7 days of commencement, a notice of the liquidator’s appointment is lodged with the Official Receiver. It is also lodged with the Registrar of Companies.
Liquidation begins with a Liquidation Order or a resolution for liquidation.
Liquidation proceedings benefit all creditors.

Types of Liquidation

Members’ Voluntary Liquidation (MVL): Shareholders initiate this with a special resolution to liquidate and appoint a liquidator.
Creditors’ Voluntary Liquidation (CVL): Creditors initiate this with a resolution to appoint a liquidator, passed at a meeting.
Liquidation by Court: This is initiated by filing a Liquidation Petition at the High Court for a Liquidation Order.

Luvisia Digital Services

Luvisia Digital offers expert assistance with all these company registration and management processes. We simplify the complexities and ensure precise, timely submissions. Let Luvisia Digital guide you through the process. Contact us for a consultation today!

Important Note: While this guide provides comprehensive information, always refer to the official BRS website. Also, check the eCitizen website for the latest regulations and requirements. Luvisia Digital offers consultancy services to assist you. They cannot guarantee approval, as the final decision rests with the relevant authorities.