This is a brief opinion on the procedural requirements for Registration of a Branch of a Registered Foreign Company in Kenya. For more information in regards to the same kindly email us at ewanyoike@kabauadvocates.com.

1 Formation of Trading Entities

1.1 The Companies Act, 2015 Laws of Kenya

The Kenya Companies Act, 2015 prohibits registered foreign companies from operating in Kenya without effecting the registration of either;

i) their branch office; or

ii) their subsidiary company.

It is important to note that operating in Kenya includes conducting business in Kenya by offering debentures or being a guarantor for debentures offered in Kenya.

1.2 Branch of a Foreign Company

A foreign company, which establishes a place of business in Kenya, is required to file certain documents and information with the Registrar of Companies (the “Registrar”) within thirty (30) days of its establishment of a place of business in Kenya. The documents required to be filed at the Companies Registry are as follows:

• notarized true copy of Certificate of Incorporation of the foreign company;
• copy of the Memorandum and Articles of Association of the company certified as a true copy by a notary public;
• constitution of the company;
• the present physical and postal address of the company, both at the foreign office and in the proposed address in Kenya;
• the full names, addresses, nationalities and occupations of each of the directors, shareholders and the company secretary;
• for Kenyan directors, a memorandum by the foreign company, duly executed, stating powers of those directors;
• the full name and physical and postal address of someone in Kenya who is appointed as the local representative to accept service of papers on behalf of the company in Kenya and ensures that the company complies with the requirements of the law;
• the identity card, Pin Certificate and coloured passport photo for the local representative;
• notice of physical and registered office in Kenya;
• a statement of all existing charges entered into by the company affecting Properties in Kenya if any; and
• any other information that the Registrar of Companies might reasonably request.

1.3 Procedure for Registration

The process involves;

• name reservation;
• obtaining all relevant information including drafting the relevant forms and procuring execution of the same as appropriate;
• verification that all documents are in order;
• assessment and payment of Companies Registry charges;
• registration of the Company and issuance of the Certificate of Compliance, Kenya Revenue Authority’s Pin Certificate, National Hospital Insurance Fund’s registration certificate and National Social Security Fund’s registration certificate; and
• procuring the Common Seal for the Company (not a must but highly recommended).

1.4 Time Scale

The returns containing the information referred to above have to be signed by the Kenyan representative.  Once this is done and we have been provided with the notarized copies of the documents required we can lodge the application at the Companies Registry to register the company. It generally takes about one (1) to three (3) weeks from the date of filing such papers for the Registry to issue the Certificate of Compliance which signifies the registration of the company in Kenya.

1.5 Fees and Attendant Costs

We stand guided by the provisions of the Advocates Remuneration Order (Legal Notice Number 35 of 2014) in charging legal fees.

Brief Opinion Prepared by Kabau & Associates Advocates, +254 720 443 923, ewanyoike@kabauadvocates.com