A foreign company, also known as an overseas company, can register and open a branch or subsidiary in Kenya. This means that the company can do business in Kenya and have a presence in the country. To do this, the company must give the Registrar of Companies certain documents. These documents include a certified copy of the company’s charter, statutes, or memorandum and articles of association. This document is a legal document that states how the company is run and how it operates.
Requirements for Registration of a Foreign Company in Kenya
The company must also give the Registrar of Companies a certified copy of the company’s current certificate of incorporation or registration in the company’s place of origin. This document shows that the company is legally registered in its home country. The company must also give the Registrar of Companies a list of the company’s directors and shareholders and their personal details. This list shows who is in charge of the company and who owns it.
The Role of the Registrar of Companies
The Registrar of Companies in Kenya is the official responsible for registering and regulating companies within Kenya. The Registrar of Companies is appointed by the Cabinet Secretary for the Ministry of Industrialization, Trade, and Enterprise Development and is responsible for maintaining records of all companies registered in Kenya. The Registrar of Companies is also responsible for ensuring that companies comply with the Companies Act and other relevant laws and regulations.
To register a foreign company, you need to furnish the registrar of companies with the following documents:
- A memorandum executed by or on behalf of the company. This memorandum states the powers of the directors, if any, who reside in Kenya and are members of a local board of directors. This memorandum is a legal document that shows who has the authority to make decisions for the company in Kenya.
- A statement of all existing charges entered into by the company affecting properties. This statement shows any debts or loans that the company may have and how they may affect the company’s properties.
- The names and postal addresses of one or more persons in Kenya authorized to accept, on behalf of the company, service of notices required to be served on the company. This means that the company must appoint someone to receive legal notices and other important documents on behalf of the company.
- The full address of the registered or principal office of the company in its home country and the full address of the place of business in Kenya. This shows where the company is located and where it does business.
- Any necessary documents related to any loans or debts that the company may have.
- The company must also provide safeguards against the disclosure of a natural person’s residential address where this information is required to be provided by the company. This means that the company must protect the personal information of its directors and shareholders.
- A mechanism for the appointment of a liquidator of a foreign company in respect of the foreign company’s property in Kenya. This means that the company must have a plan in place in case the company needs to be closed down or dissolved.
- A list, if any, of a local board of directors with specific powers in addition to its foreign directors. This means that the company may have a group of leaders in Kenya who make decisions for the company in the country.
How can we help?
Wambui Kabiru Consulting & Co. can help you with the process of registering a subsidiary or branch in Kenya and can also help you open a bank account in the country. We can also offer a nominee shareholder agreement where they hold shares for the company at a reasonable fee.
Conclusion
In summary, a foreign company can register and open a branch or subsidiary in Kenya. This process involves providing certain documents to the Registrar of Companies, such as a copy of the company’s rules, a list of its leaders and shareholders, and a memorandum stating the powers of the directors. The company must also have a local representative in Kenya and a registered office in the country. The new Companies Act of 2015 also requires the company to have a bank account in Kenya. Wambui Kabiru Consulting & Co. can help with this process and can also offer a nominee shareholder agreement where they hold shares for the company at a reasonable fee.