If you want to register a foreign company in Kenya, your first priority is to ensure you meet all requirements. As a Foreign Company, your plans to grow may include the prospect of having branches or subsidiaries in Kenya. Consequently, your corporation needs to be duly registered in Kenya. Registration of foreign companies is regulated under the Companies Act 2015.
Initially, your application for registration of a foreign company is made to the Registrar of companies. The application should contain the information required by law. These include the Company’s name and the appointment of a local representative. Additionally, your application must be accompanied by the required documents.
What documents are needed to register a foreign company in Kenya?
- A certified copy of the foreign company’s current certificate of Formation. Alternatively, a certificate of incorporation or registration in the Company’s place of origin, or a document of similar effect;
- A certified copy of the Company’s constitution (memorandum and articles of association);
- A list of the names of the Company’s directors and shareholders, and their personal details;
- A memorandum executed by or on behalf of the company. This indicates the powers of directors, if any, who reside in Kenya and are members of a local board of directors;
- In respect to any existing charge on property of the foreign company that would be a register-able charge if the foreign company were a company incorporated in Kenya, the documents that would be required to be lodged for registration with the Registrar of Companies;
- Notice of the address of the Company’s registered office in its Country of origin, if not available, the address of its principal place of business in its place of origin; and
- Notice of the address of the company’s registered office in Kenya.
Local representatives of a foreign company
The Companies Act is silent on whether a local representative ought to be a Kenyan. The previous Companies Act provided that the equivalent of a local representative had to be a person resident in Kenya. The Companies Act provides that a foreign company must ensure that a local representative of the company is present at all times when the office is open. Essentially, this means that the local representative must have residency in Kenya and should be a holder of a valid work permit.
The responsibilities of a local representative include:
- To ensure that the registered office is always open. This is on each business day from at least 10 am to 12 noon and from at least 2 pm to 4 pm;
- Remain available at all times when the office is open;
- To report the business’ working hours to the Registrar through a form FC4
- To notify the Registrar of any changes to the office address through Form FC5; and
- To notify the Registrar of any changes to business working hours through form FC5.
If the foreign company registered in Kenya is found to be breaking the law, The local representative could be held personally liable. The local representative will then be taken before a court of law in Kenya. This court goes ahead to determine if the local representative is indeed liable to the penalties meted on the company.