How to register a company in Kenya as a foreigner

Two ways in: a subsidiary or a branch

The Companies Act, 2015 gives a foreign investor two main vehicles. The first is a private limited company incorporated in Kenya, usually owned wholly or partly by the foreign parent. It is a separate legal person, so the parent's exposure is limited to what it invests in the subsidiary.

The second is registration of the parent itself as a foreign company under Part XXXVII of the Act. The Kenyan operation is then a branch of the parent. It is not a separate legal person, so its debts and liabilities reach back to the parent. Registration ends with a certificate of compliance, which the Act treats as conclusive evidence that the branch is registered.

Most operating businesses choose a subsidiary. Several sector regulators license only companies incorporated in Kenya, which settles the question for those activities, and banks and government buyers are generally more comfortable contracting with a local company. A branch can suit a defined project, such as a construction contract, where the parent wants a single legal entity.

Does Kenya require local shareholders?

For most activities, no. The longest-running exception, the requirement that ICT licensees be at least 30% Kenyan-owned, was deleted from the National ICT Policy Guidelines by gazette notice on 22 August 2023. Certain regulated sectors still set ownership, capital or residency conditions, so check your activity before you register.

Land is the other limit to plan around. Non-citizens, including companies that are not wholly owned by Kenyan citizens, may hold land only on leasehold of up to 99 years, and transactions in agricultural land need consent from a Land Control Board.

The documents you will need

For a subsidiary

• Three name options for the name search.
• The company's constitution (its articles of association).
• Particulars of each director and shareholder, with passport copies and addresses.
• Details of every beneficial owner: any natural person who holds at least 10% of the shares or voting rights, directly or indirectly, or who can appoint or remove a majority of the board or otherwise exercise significant control.
• Where a shareholder is a foreign company: its certificate of incorporation, its constitution and a board resolution approving the investment.
• A registered office address in Kenya.

For a branch

• Certified copies of the parent's certificate of incorporation and constitution.
• A list of the parent's directors with their particulars.
• The name and address of the local representative.
• The address of the registered office in Kenya.

Step by step: registering a subsidiary

1. Reserve the name through the Business Registration Service on eCitizen.
2. Prepare the constitution and registration form with the particulars of directors, shareholders and the registered office.
3. Record the beneficial owners and lodge their details with the Registrar.
4. File and pay online. The Registrar issues the certificate of incorporation, and the company's KRA PIN is issued with the registration.
5. Open the statutory registers and pass the first board resolutions. A private company with share capital of KES 5 million or more must appoint a certified company secretary.

Step by step: registering a branch

1. Apply to the Registrar under section 975 of the Companies Act, 2015.
2. Appoint a local representative under section 979. The representative accepts legal process for the company and answers for its compliance.
3. Lodge the certified parent documents and the address of the registered office.
4. Receive the certificate of compliance. Once it is issued, the branch may trade.

After the certificate: the first steps that follow

Incorporation is the start of the work. A new Kenyan company should complete these steps before it trades or hires:

• Tax obligations. Register for corporation tax and PAYE on iTax, and for VAT once taxable turnover reaches KES 5 million in twelve months. Onboard eTIMS from the start: since 1 January 2026, KRA validates the expenses a company declares against electronic invoice records.
• A bank account. Banks apply full checks to directors and beneficial owners, so prepare the same document pack you used for registration.
• County permits and sector licences. Every business needs a county permit, and regulated activities need a licence before the first sale.
• Employer registrations. Register with NSSF, the Social Health Authority and NITA before the first payroll.
• Data protection. Register with the Office of the Data Protection Commissioner unless an exemption applies.
• Work permits for any foreign national who will work in Kenya.
• The KenInvest Investment Certificate, if your investment qualifies and you want the facilitation it brings.

Mistakes that cost time

• Registering before checking the licence. Confirm whether your activity needs a Kenyan-incorporated company or carries ownership conditions before you choose a vehicle.
• Treating beneficial ownership as a formality. Changes must be lodged within 14 days for a private company, and failing to lodge the register is an offence that carries a fine of up to KES 500,000, plus KES 50,000 for each further day of default.
• Assuming the certificate means you can trade. Tax, county, sector and employer registrations all follow, and some take longer than incorporation itself.

Checked against the sources below on 12 October 2026. This guide is general information, not legal or tax advice. Rules change with each Finance Act and gazette notice, so confirm the current position before you act, or ask us.