Registering a company through Kenya's Business Registration Service (BRS) requires specific documents to ensure legal compliance. This comprehensive guide details every required document, organized by registration stage.
Pre-Registration Requirements
Before submitting your company incorporation application, gather these essential personal documents for all directors and shareholders.
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National ID or Passport: Kenyan citizens need clear copies of their National ID cards. Foreign nationals must provide valid passports. These verify identity for all directors and shareholders.
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KRA PIN Certificates: Every Kenyan resident director/shareholder requires an active Kenya Revenue Authority PIN. Foreign applicants need equivalent tax identification if applicable.
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Passport-Size Photographs: Recent colored passport photos (typically 2x2 inches) for each director, shareholder, and company secretary.
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Proof of Address: Utility bill, tenancy agreement, or official letter confirming physical and postal addresses for directors and proposed company office.
These documents establish director/shareholder legitimacy and tax compliance from day one.
Name Reservation Documents
Secure your company name first through the eCitizen BRS portal.
Required for Name Search (Kshs. 150 fee): - Proposer's National ID/Passport copy - Proposer's KRA PIN - Three proposed unique names in order of preference - Brief business activity description (50 words max)
Name approval takes 1-2 business days and reserves your name for 30 days.
Core Incorporation Forms
Submit these official BRS forms after name approval. All forms are available via eCitizen portal.
| Form | Purpose | Key Information Required |
|---|---|---|
| CR1 | Company Registration Application | Company name, registered office, share capital, directors' details |
| CR2 | Memorandum of Association | Company objectives, share structure, liability clause |
| CR8 | Registered Office Notification | Physical address, postal address, contact details |
| CR12 | Directors & Shareholders Register | Full names, ID/Passport, addresses, share allocation |
Memorandum and Articles of Association
Prepare these foundational constitutional documents (can be drafted by an advocate).
Memorandum Requirements:
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Company name (as approved)
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Registered office address
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Object clauses (business activities)
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Liability statement (limited by shares/guarantee)
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Authorized share capital amount
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Subscriber details (minimum 1 shareholder)
Articles Requirements:
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Director appointment/removal procedures
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Meeting protocols (AGM, board meetings)
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Dividend and profit distribution rules
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Share transfer restrictions
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Winding-up procedures
Director and Shareholder Documentation
Each person in these roles submits identical document packages.
Per Director/Shareholder Checklist: ✓ Certified National ID/Passport copy ✓ KRA PIN certificate ✓ Colored passport photograph ✓ Residential address proof ✓ Email and phone contacts ✓ Shareholding percentage (if applicable) ✓ Beneficial ownership declaration (if owning 10%+)
Minimum Requirements: 1 director (Kenyan resident preferred) + 1 shareholder. No maximum limits.
Company Secretary Documents
Private limited companies appoint a qualified company secretary.
Secretary Requirements: - National ID/Passport copy - KRA PIN certificate - Passport photograph - Professional qualification proof (CSP, lawyer, or accountant) - Consent to act declaration (Form CR12)
Additional Compliance Documents
Post-incorporation but pre-Certificate issuance:
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Statement of Nominal Capital (Form CR3): Details authorized shares and par value
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Particulars of Directors (Form CR11): Residential addresses and consents
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Return of Allotments (if shares issued): Form CR14
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Registration Fees Payment Receipt: Varies by share capital (Kshs. 10,650+)
Special Case Documents
Different company types require additional paperwork.
Foreign-Owned Companies:
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Foreign passport copies
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Local director appointment (mandatory)
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Resolution authorizing foreign registration
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Parent company incorporation certificate
Companies Limited by Guarantee (NGOs):
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Special resolution for non-profit status
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Trustees' ID/Passport copies
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Objects focused on charitable purposes
Shelf Companies:
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Existing CR12 (director register)
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Board resolution for share transfer
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New directors' compliance documents
Digital Submission Checklist
All documents upload via eCitizen BRS portal in these formats:
File Specifications: - PDF/JPG/PNG formats only - Maximum 5MB per file - Clear, legible scans (300 DPI minimum) - English language only - Signed where required
Portal Submission Order:
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Login with ID/KRA credentials
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Select "New Company Registration"
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Complete name search first
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Fill director/shareholder details
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Upload all forms and IDs
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Pay fees via M-Pesa
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Track application status
Processing Timeline and Fees
Standard Timeline: 5-7 business days Express Service: 1-2 days (extra fees) Fee Structure (Private Ltd Co): - Name reservation: Kshs. 150 - Registration (up to Kshs. 500K capital): Kshs. 10,650 - Stamp duty: 1% of nominal capital - Late filing penalties apply
Post-Registration Documents
After Certificate of Incorporation issuance:
Immediate Requirements: - Obtain Company PIN (iTax portal) - KRA VAT/PIN registration - NHIF/NSSF compliance - County business permit - Levy Order publication (national newspaper)
Common Rejection Reasons and Solutions
| Issue | Solution |
|---|---|
| Blurry document scans | Rescan at 300 DPI |
| Missing KRA PIN | Apply immediately via iTax |
| Name similarity conflicts | Submit 3 unique alternatives |
| Incomplete director details | Verify all ID/PIN matches |
| Unsigned forms | Print, sign, rescan |
Professional Assistance Options
When to Hire Help:
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First-time registrants
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Multiple shareholders involved
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Foreign ownership structures
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Complex share capital arrangements
Recommended Providers:
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Certified Public Secretaries (CPS)
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Corporate lawyers
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BRS-accredited agents
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Business consultants
