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[ESTABLISHING A BUSINESS ENTITY IN KENYA]
the company or in which it has a proprietorial interest; the company's goodwill or intellectual property. a charge on
(e) Certified Memorandum and articles of association (copy) -Dully certified by a notary public from the 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 a Kenyan opened the same. 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. One or more persons can form a subsidiary undertaking in Kenya 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
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(f) A notice of its registered office in the place of origin or its principal office in its place of origin and a notice of the address of its registered office in Kenya. Once these provisions are complied with and the required fees are paid, the registrar is supposed to issue the company a unique identifying number and a certificate of compliance. The effect of the certificate is that it recognizes the registration of the company as a foreign company operating in Kenya. It equally states the date of registration of the branch in Kenya and the date of the incorporation of the parent company in its place of origin. This certificate is conclusive evidence of compliance with the requirements of registration of a foreign company. It shall be signed by the Registrar of Companies and authenticated by the Registrar’s official seal. i. Branch must have a local representative ii. A foreign company must have offices. The fees payable on registration of a company are prescribed under sections 975 and 19 of the Companies Act, 2015. The documents required are: (a) Application for registration of a foreign company -FC2 (copy) (b) Notice of place of business- Form FC4 (copy) (c) Notice specifying opening hours of the company -Form FC6 (copy) (d) Certified certificate of incorporation (copy) -Dully certified by a notary public from the county of origin
ILN Corporate Group – Establishing a Business Entity Series
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