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[ESTABLISHING A BUSINESS ENTITY IN KENYA]
(d) Whether the company is a private or public company. In the case of a subsidiary undertaking that is to have a share capital the statement of capital and initial shareholdings shall be required to state the following: (a) The total number of shares to be taken on formation by the subscribers to the memorandum of association. (b) The aggregate nominal value of the shares (c) The rights of each class of shares, their nominal value and the total number of such shares in each class (d) The amount to be paid up and the amount to be unpaid on each share In the case where the subsidiary undertaking is to have been limited by guarantee it will require a statement of guarantee that states that each member undertakes, if the company is liquidated while the person is a member or within twelve months after the person ceases to be a member, to contribute to the assets of the company such amounts as may be required for (a) Paying the debt and liabilities of the company contracted before the person ceases to be a member, (b) Paying the costs, charges and expenses of liquidation; and (c) Adjusting the rights of the contributories themselves The statement of proposed officers should contain the particulars of person(s) proposed to be directors, the secretary in the case of a public company and any other person authorized to be a signatory of the company. This should be accompanied by the consent of each of the persons proposed as officers.
Upon the fulfillment of the above and payment of the requisite fees the Registrar shall then register the company and issue them with a certificate of incorporation. The certificate of registration will state the date of incorporation; the company’s unique identification number, the type of company and the extent of limitation of the company’s liability. This certificate once acquired will be evidence of compliance with the regulations as to the registration of a company in Kenya. The documents required for incorporation of a subsidiary in summary will be: 1. Signed notice of registered address-CR8 (copy) -Dully signed by the directors. 2. Signed company registration form -CR1 (copy) -Dully signed by the directors. 3. Signed memorandum of a company with share capital-CR2 (copy) -Dully signed by the directors. 4. Signed statement of nominal capital (copy) -Dully signed by the directors. 5. Signed register of beneficial owners – BOF1 (copy) -Dully signed by one director on behalf of the company 6. Passport (copy) -For each director showing the biodata page 7. Passport photo (copy) -For each director 8. Notarized certificate of incorporation (copy) Tax Implications Resident companies in Kenya are taxed on income derived from Kenya. (a) Corporation tax- the Corporate Income Tax for resident companies is 30%. (b) Withholding tax – the payments made to the parent company are subject to
ILN Corporate Group – Establishing a Business Entity Series
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