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[ESTABLISHING A BUSINESS ENTITY IN KENYA]
(d) Certified certificate of incorporation (copy) -Dully certified by a notary public from county of origin (e) Certified Memorandum and articles of association (copy) -Dully certified by a notary public from county of origin (f) Passport (copy) -For each foreign director and the local representative if foreign (g) Passport photo (copy) - For each foreign director and the authorized local representative (h) Contact details (i) Where the local representative is a Kenyan: 1. Appointment letter of local representative (copy) 2. Consent letter (copy) Requirements for registering and operating a subsidiary undertaking in Kenya Opening a subsidiary in Kenya is basically the setting up of a local company by foreign persons. The process is therefore the same as if the same were opened by a Kenyan. The provisions of the Companies Act, 2015 are still of great importance in this case as they outline the procedure and requirements for the incorporation of a company in Kenya. A subsidiary undertaking in Kenya can be formed by one or more persons by subscribing their names to a Memorandum of Association and equally comply with the provisions of sections 13 to 16 of the Companies Act, 2015. Among the key documents that are essential in the formation of the company are the: (a) Memorandum of Association (b) Articles of Association- The law under section 13 (5) requires that the Articles of Association be contained in a single
document; be printed; be divided into paragraphs numbered consecutively; be dated and be signed by each subscriber to the articles. (c) A statement of capital and Initial shareholding in the case of a company limited by shares (d) A statement of guarantee in the case of a company limited by guarantee (e) A statement of the company’s proposed officers The Memorandum of Association basically communicates the intention to form a company under the Act and it should state that the said parties agree to be members of the company. This Memorandum must be authenticated by each of the parties that express their wish to form the company. Section 13 of the Companies Act contains provisions as to the required registration documents where a person shall be required to lodge with the Registrar an application for registration; a memorandum of association and Articles of Association. The Application for registration will be deemed to be sufficient if it states: (a) The proposed name of the company- the provisions (b) The proposed location of the registered office of the company. (c) Whether the liability of the members of the company is to be limited and if so whether it is to be limited by shares or by guarantee. In the case of a company limited by shares one is required to file a statement of capital and initial shareholding whereas in the case of a company limited by guarantee, a statement of guarantee will be required.
ILN Corporate Group – Establishing a Business Entity Series
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