Register a Limited Company (Ltd) in Kenya
Set up a private limited company on eCitizen with separate legal personality, share capital, and director structure. Covers CR forms, KRA, NSSF, SHIF, and post-incorporation compliance.
The information in this guide is provided for general guidance only and is subject to change. Fees, timelines, and regulatory requirements in Kenya are updated regularly. Before acting, please confirm details with the relevant authority (KRA, eCitizen, BRS, county government, or other regulator) or speak with a qualified MyBiashara advisor. MyBiashara is not liable for decisions made solely on the basis of this content.
What you'll have
- A Certificate of Incorporation with your CPR/ company number
- Company KRA PIN distinct from your personal PIN
- NSSF and SHIF employer accounts
- Statutory registers (members, directors, beneficial owners) on file
Steps
- 01Decide structure, shareholders, and share capital
Get the cap table and governance right on day one. Restructuring later costs lawyers, stamp duty, and goodwill between co-founders.
~10 min - 02Reserve the company name
Same BRS portal as sole prop, but the name must end in 'Limited' or 'Ltd'.
~5 min - 03Complete the CR1, CR8, and Statement of Nominal Capital
eCitizen consolidates these into a single online flow, but you'll still be filling in the fields each form covers. Cost is KES 10,650 for standard incorporation.
~20 min - 04Receive the Certificate of Incorporation
Once BRS approves, you'll get a Certificate of Incorporation, CR12 (current officers), and your company KRA PIN — all in your eCitizen inbox.
~5 min - 05Register as an employer (NSSF, SHIF, NITA)
Even if it's just you and a co-founder drawing salaries, you must register with NSSF, SHIF (formerly NHIF), and NITA before processing the first payroll.
~10 min - 06Post-incorporation: bank, permit, registers
You're a company on paper. These four things make you a company in practice.
~10 min
A private limited company gives you a separate legal entity, personal asset protection, and the ability to bring in investors or co-founders. It's the default structure for any business that plans to scale, raise capital, win formal contracts, or hold valuable assets. The trade-off is more compliance — get the setup right on day one and the ongoing burden is light.
- Founders with co-founders or planned investors
- Businesses bidding for tenders, corporate contracts, or NGO grants
- Owners wanting personal asset protection from business debts
- Anyone planning to raise debt above KES 2M or equity at any size
- IDs and KRA PINs for every director and shareholder
- Passport-size photos for each officer
- Agreement on equity split, share capital, and director roles
- A registered office address in Kenya (real physical address, not just PO Box)
- KES 12,000–25,000 to cover incorporation, name reservation, and bank account opening
Frequently asked
How many directors and shareholders do I need?+
Minimum 1 director (must be a natural person) and 1 shareholder. Maximum 50 shareholders for a private Ltd. Directors and shareholders can be the same people.
Can a non-Kenyan be the sole director?+
Yes — Kenya allows 100% foreign ownership in most sectors. You'll need a Kenyan registered office address and the foreign director's passport + KRA PIN (foreigners can apply for one).
What is the cheapest authorised share capital?+
KES 100,000 (divided into 100 shares of KES 1,000 each) is the sweet spot — below the 1% stamp duty threshold and enough for most early cap-table changes.
Do I need to file annual returns?+
Yes. Annual returns are filed with BRS within 30 days of the company's anniversary. Late filing triggers KES 2,000+ penalties and risks the company being struck off.
