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[ESTABLISHING A BUSINESS ENTITY IN KENYA]
Registering and operating a branch in Kenya There are a number of laws that regulate the registration and operations of a foreign company (branch) in Kenya. A foreign company must first be registered in Kenya to carry out its operations legally. Failure to register a foreign company attracts a fine not exceeding KSH 5,000,000 . This fine applies to both the company and its officer, in this case, the local representative of the company. These conditions for operation are outlined under section 974 of the Companies Act, 2015. The registration procedure for a branch of a foreign company in Kenya is provided for under Section 975. The foreign Company is required to make an application to the Registrar of Companies, who shall then proceed to register the company by entering its name in the Foreign Companies Register upon the fulfilment of certain conditions, i.e. a. The supply of all information required by Section 975 b. Payment of all required fees and supply of required documents c. Compliance with the requirements as to the name and appointment of a local representative. The documents required for the registration of a foreign company are: (Section 975 (3)) (a) Current certificate of incorporation of the foreign company in its place of origin/ a document of similar effect (b) Certified copy of its constitution. (c) List of the directors and the shareholders with all personal details (d) A memorandum executed by the foreign company stating the powers of directors where such directors reside in Kenya and are members of a local board of directors.
(e) Documents required under Part XXXII about any charge that would be deemed as registrable by a company incorporated in Kenya. As such, the company in this case will be required, as under Section 878, to file with the registrar the particulars of all charges created by it. Such charges will include: i.
a charge on land or any interest in land (other than a charge for any rent or other periodical sum issuing out of land) owned by the company or in which it has a proprietorial interest; a charge created or evidenced by a document that, if executed by a natural person, would require registration as a bill of sale; a charge for the purposes of securing an issue of debentures by the company; the company's uncalled share capital (if any); a charge on a charge on calls made by the company but not yet paid;
ii.
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a
charge
on
the
company's book debts;
vii.
a floating charge on the company's property or undertaking; a charge on a ship or aircraft, or a share in a ship or aircraft, owned by
viii.
ILN Corporate Group – Establishing a Business Entity Series
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