← Register a Limited Company (Ltd) in Kenya
Step 1 of 6
Start · Step 1
Decide structure, shareholders, and share capital
~10 min
Get the cap table and governance right on day one. Restructuring later costs lawyers, stamp duty, and goodwill between co-founders.
Key decisions before you file
- How many shareholders? (1–50 allowed for private Ltd)
- How many directors? (Minimum 1; at least one must be a natural person.)
- Authorised share capital — default KES 100,000 split into 100 shares of KES 1,000 each is fine for most startups
- Beneficial owners — any person who ultimately owns ≥10% or controls the company
Founder agreement — do this BEFORE filing
- Equity split between founders (and vesting if any)
- Roles and decision rights
- What happens if a founder leaves (buy-out clause)
- How new investors will dilute existing holders
Stamp duty alert
Share capital above KES 100,000 attracts 1% stamp duty. Keep authorised capital modest and increase later when you actually raise funds.
Disclaimer
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.
