Set Up a Company in Kenya: A Comprehensive Guide by Astertax

In Kenya, there are several types of business structures that individuals and entities can choose from when setting up a company or doing business. The main business structures in Kenya include:

1. Sole Proprietorship:
   • A sole proprietorship is the simplest and most common form of business structure.
   • It is owned and operated by a single individual who is personally liable for all business debts and obligations.
   • It is easy to set up and suitable for small businesses and startups.
2. Partnership:
   • A partnership is a business structure owned and operated by two or more individuals or entities (partners).
   • Partnerships can be general partnerships or limited liability partnerships (LLPs), each with its own liability structure.
   • Partnerships are governed by a partnership deed that outlines the terms and responsibilities of each partner.
3. Limited Liability Company (LLC):
   • A limited liability company is a popular choice for businesses in Kenya.
   • It provides limited liability protection to its owners (shareholders), meaning their personal assets are generally protected from the company’s debts.
   • LLCs must have at least one shareholder and a minimum of two directors.
4. Private Company Limited by Shares:
   • A private company limited by shares is a type of LLC commonly used for businesses that plan to have a small number of shareholders.
   • It has limited liability for its shareholders, and its shares are not publicly traded on a stock exchange.
5. Public Company Limited by Shares:
   • A public company limited by shares is a type of LLC suitable for larger businesses that plan to raise capital from the public by offering shares for trading on a stock exchange.
   • It has more stringent regulatory requirements compared to private companies.
6. Branch Office of a Foreign Company:
   • Foreign companies can establish a branch office in Kenya to conduct business operations.
   • The branch office is considered an extension of the parent company and does not have a separate legal identity.
7. Representative Office:
   • A representative office is a foreign company’s presence in Kenya for non-trading activities such as market research and promotion.
   • It cannot engage in commercial activities, sign contracts, or generate revenue.
8. Cooperative Society:
   • A cooperative society is formed by a group of individuals with common economic interests.
   • It is governed by the Cooperative Societies Act and is often used for businesses in agriculture, housing, and various community-oriented sectors.

Each of these business structures in Kenya has its advantages and disadvantages in terms of liability, ownership, and regulatory requirements. The choice of business structure should be based on your specific business needs, goals, and legal considerations. It’s advisable to consult with legal and financial professionals in Kenya to determine the most suitable structure for your business and to ensure compliance with local laws and regulations.

Setting up a company in Kenya involves several steps and procedures. Here is an overview of the process:

1. Choose a Business Structure: Decide on the type of business structure you want to establish, such as a sole proprietorship, partnership, limited liability company (LLC), or a public limited company (PLC).
2. Business Name Reservation:
   • You must reserve a unique business name for your company through the eCitizen portal or by visiting the Huduma Centre.
   • Pay the necessary fee for name reservation.
3. Company Registration:
   • Prepare the necessary registration documents, including the Memorandum and Articles of Association (for companies).
   • Register your business with the Business Registration Service (BRS), which is responsible for company registration in Kenya.
   • Pay the registration fees, which vary depending on the type and size of the company.
4. Tax Identification Number (TIN):
   • Obtain a Tax Identification Number (TIN) for your company from the Kenya Revenue Authority (KRA). You can do this through the iTax platform.
5. Value Added Tax (VAT) Registration (if applicable):
   • If your business expects to exceed the VAT threshold, you must register for VAT with the KRA.
   • VAT is a requirement for businesses engaged in taxable supplies of goods and services.
6. Obtain Licenses and Permits:
   • Depending on your industry and the nature of your business, you may need to obtain specific licenses or permits from relevant government agencies.
   • Common licenses include business permits, health licenses, and trade licenses.
7. Register with the National Social Security Fund (NSSF):
   • If you have employees, you are required to register with the NSSF and make contributions to provide social security benefits for your employees.
8. Register with the National Hospital Insurance Fund (NHIF):
   • Register your company and employees with the NHIF to provide health insurance coverage.
9. Open a Business Bank Account:
   • Open a business bank account in Kenya to facilitate financial transactions for your company.
10. Compliance with Environmental and Health Regulations:
    • Ensure that your business complies with environmental and health regulations, especially if your operations have an impact on the environment or public health.
11. File Annual Returns:
    • Companies in Kenya are required to file annual returns with the Registrar of Companies, including financial statements, lists of directors, and shareholder details.
12. Employment Regulations:
    • Comply with Kenyan labor laws, including contracts, work permits (if employing foreign nationals), and employee rights and benefits.
13. Seek Legal and Accounting Assistance:
    • It’s advisable to consult with legal and accounting professionals in Kenya to ensure compliance with all relevant laws and regulations.

Please note that the specific requirements and procedures may vary depending on the nature of your business and any recent changes in Kenyan business regulations. Additionally, it’s essential to keep up-to-date with any changes in laws and regulations that may affect your company’s operations in Kenya

In Kenya, there are several types of taxes imposed at various levels of government (national, county, and local) on individuals and businesses. Here are some of the key taxes in Kenya:

1. Income Tax:
   • Personal Income Tax: Individuals in Kenya are subject to personal income tax on their earnings. The tax rates are progressive, with higher income earners paying a higher percentage of their income as tax.
   • Corporate Income Tax: Companies in Kenya are subject to corporate income tax on their profits. The standard corporate tax rate is 30%, but there are lower rates for certain businesses, such as manufacturing and export-oriented companies.
2. Value Added Tax (VAT):
   • VAT is a consumption tax levied on the supply of goods and services in Kenya.
   • The standard VAT rate is 16%, but some goods and services may be exempt or subject to a reduced rate.
3. Customs and Import Duties:
   • Kenya imposes customs and import duties on goods imported into the country.
   • The rates and regulations for customs and import duties can vary depending on the type of goods and their country of origin.
4. Excise Duty:
   • Excise duty is applied to specific goods such as alcohol, tobacco, and petroleum products.
   • Rates can vary depending on the type of excisable product.
5. Capital Gains Tax:
   • Capital gains tax is levied on the profit made from the sale of capital assets such as real estate and investments.
   • The rate for capital gains tax varies depending on the nature of the asset.
6. Property Tax:
   • Property tax is levied on the ownership of immovable property, such as land and buildings.
   • Rates and assessment methods can vary by local government authorities.
7. Withholding Tax:
   • Withholding tax is deducted at the source and applies to various types of income, including dividends, interest, royalties, and payments to non-resident entities.
8. Payroll Taxes:
   • Employers and employees are required to contribute to the National Social Security Fund (NSSF) to provide social security benefits.
   • Employees also contribute to the National Health Insurance Fund (NHIF) for health insurance coverage.
9. Turnover Tax (TOT):
   • Small businesses with an annual turnover of less than Ksh 5 million can opt for turnover tax, which is a simplified tax regime with a lower tax rate.
10. Environmental Levies:
    • Kenya may impose environmental levies on certain activities or products to promote sustainability and conservation.
11. Local Government Taxes and Levies:
    • Local government authorities may impose various taxes and levies, including business permits and trade licenses.

It’s important to note that tax laws and regulations can change over time, so individuals and businesses operating in Kenya should stay updated on the latest tax requirements and seek professional advice to ensure compliance. The Kenya Revenue Authority (KRA) is the government agency responsible for administering and enforcing tax laws in the country