Setting up a company in Kenya from abroad: how I do it
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Accountant-authored. Written and published by Julian Njoroge Maina, an accountant approved on OpenAccountants. Their licence number (25241) is published on their profile, so you can check it against the register yourself. No second accountant has attested to this version yet. General reference material, not advice on your specific facts; don't file, pay, or take a position on it without a professional reviewing your situation.
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This covers incorporating a wholly foreign-owned Kenyan private company, or registering a Kenyan branch of an existing foreign company, for a founder who is outside the country. You run the filings on a power of attorney, so the founder does not have to fly in. Incorporation itself takes about five working days once the name is reserved and the papers are complete; the tax PIN, bank account, and any work permit are separate steps that follow.
This guide is for foreign founders and investors setting up a Kenyan entity from abroad: either a private company they own directly, or a branch of a company already incorporated elsewhere. It is not for a resident Kenyan doing a standard local incorporation, which is simpler. Send to a specialist any regulated sector that carries local-equity or licensing conditions (insurance, telecommunications, mining, private security, and similar), any nominee-director arrangement, and any cross-border tax structuring. Those need bespoke advice, not a template.
Fix the structure first: subsidiary or branch. Get this wrong and it is expensive. A branch pays corporate tax at 37.5% against a subsidiary's 30%, carries parent liability because it is not a separate legal person, and files on a different set of forms (FC forms, not CR forms). Changing your mind later means registering again.
Reserve the name on eCitizen / BRS. Submit up to three names, pay KES 150, and the approved name is reserved for 30 days. Choose names that are not close to existing ones, or the search bounces.
Notarise or apostille the foreign documents before you file. For non-resident directors and shareholders, BRS expects a notarised passport bio-data page and notarised proof of address less than three months old. File without them and the Registrar rejects the application.
File incorporation on eCitizen / BRS. Complete CR1, CR2, CR8, the Statement of Nominal Capital, the Articles (or the BRS Model Articles), and the beneficial ownership details. The government invoice runs to roughly KES 10,000 to 10,650 depending on nominal capital and stamp duty. A clean file clears in 3 to 5 working days; allow 5 to 10 where foreign directors, corporate shareholders, or beneficial-ownership review are involved.
Sort the local representative correctly, and only as the law actually requires. For a branch, you must appoint a Kenya-resident local representative under section 979; that person is personally liable for the company's compliance failures. For a subsidiary, there is no residency requirement in law, only one director who is a natural person. In practice you still need a resident director or a local company secretary so KRA PIN linking and bank KYC clear. Do not sell a founder a nominee director they do not legally need, and never let a branch file without a representative.
File the beneficial ownership register (Form BOF1). Lodge it with the Registrar within 30 days, and update it within 14 days of any change in ownership. This is actively enforced; non-filing puts the company on the strike-off list.
Apply for KRA PINs on iTax. The company needs a PIN, and so does every director. This is a separate application from incorporation, filed on iTax, not eCitizen. Nothing downstream moves without it: no invoicing, no bank account, no work permit.
Open the corporate bank account. Assemble the KYC pack (Certificate of Incorporation, CR12, director passports and PINs), introduce the client to a bank, and follow up. The bank gives final approval, usually in about two weeks.
Apply for the Class G investor permit if a founder will be resident. File on the eFNS portal: KES 20,000 processing (non-refundable) plus KES 250,000 per year issuance, with documentary proof of at least USD 100,000 capital to be invested, and tax compliance certificates for both the company and the individual. Endorsement is done in person. EAC nationals are exempt from the fee.
Set the compliance calendar on day one. File the annual return each year within the statutory window after the anniversary of incorporation. Register and track corporate tax, VAT if registered, and PAYE if employing. Five years of unfiled annual returns leads to strike-off under section 894.
Before you hand the file over, these must reconcile: the CR12 matches the shareholding the founder intended, the beneficial ownership register matches the CR12, the company and director PINs are issued and linked, and the registered office and postal address are on record.
Rates, thresholds and deadlines (eCitizen / BRS; BRS benchmark; Companies (Beneficial Ownership Information) Regulations, 2020, s.93A; Companies Act, 2015, s.705 and s.894; Income Tax Act; VAT Act, 2013; Directorate of Immigration Services (immigration.go.ke); Companies Act, 2015, s.243)
| What | Value | Source |
|---|---|---|
| Name reservation | KES 150; name reserved 30 days | eCitizen / BRS |
| Private company incorporation (government) | ~KES 10,000 to 10,650, varies with nominal capital and stamp duty; confirm on the live invoice | BRS / eCitizen |
| Incorporation timeline | 3 to 5 working days for a clean file; longer with foreign directors or beneficial-ownership review | BRS benchmark |
| Beneficial ownership register (BOF1) | Lodge within 30 days of incorporation; update within 14 days of any change | Companies (Beneficial Ownership Information) Regulations, 2020, s.93A |
| Annual return | Each year after the anniversary of incorporation; five years unfiled leads to strike-off. Confirm the current filing window | Companies Act, 2015, s.705 and s.894 |
| Resident company corporate tax | 30% | Income Tax Act; confirm each Finance Act |
| Branch (non-resident) corporate tax | 37.5% | Income Tax Act; confirm each Finance Act |
| VAT (standard) | 16% | VAT Act, 2013 |
| Class G investor permit | KES 20,000 processing (non-refundable) + KES 250,000 per year issuance | Directorate of Immigration Services (immigration.go.ke) |
| Class G investment proof | At least USD 100,000 capital to be invested | Directorate of Immigration Services |
| Company secretary | Mandatory once paid-up capital reaches the statutory threshold (commonly cited as KES 5 million); confirm before relying | Companies Act, 2015, s.243 |
Confirm the incorporation invoice, the tax rates each Finance Act, and the permit fees against the live portal on the filing date.
A founder abroad wants a wholly foreign-owned Kenyan private company: one director, one shareholder, the same person, trading into East Africa. You set it up as a subsidiary, not a branch, so it is taxed at 30% rather than 37.5% and stands as its own legal entity. Reserve the name for KES 150. Notarise the passport and proof of address. Incorporate on BRS with CR1, CR2, CR8, the Statement of Nominal Capital, the Model Articles, and the beneficial ownership details; the government invoice comes to about KES 10,650, and the Certificate and CR12 issue in roughly five working days. Lodge BOF1 within 30 days. Apply for the company PIN and the director's PIN on iTax. Open the bank account with the KYC pack, allowing about two weeks for the bank. No resident director is required in law, so you appoint a local company secretary or resident contact to clear the bank and KRA linking rather than an unnecessary nominee. If the founder later relocates to run the company, apply for the Class G permit: KES 20,000 plus KES 250,000 per year, with proof of USD 100,000 capital. Set the annual-return reminder against the incorporation anniversary from day one.
Contributed by Julian Njoroge Maina, 25241.
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