Company Incorporation Legal Services

At Clay & Associates Advocates, we will help you to take the necessary steps for company incorporation in Kenya, whether you wish to set up a new venture or expand an overseas operation.

We know that funds may be tight for you, so we’ll provide you with competitive quotes and give our view on what you should prioritize and what can wait.

Contact us today for company incorporation legal support.

Company Incorporation Lawyers


In setting up your new business, you will be faced with a number of key choices with regard to structuring, funding, and taxation. We will explain the differences between operating as a sole trader or partnership or incorporating as a company or limited liability partnership (LLP).

Commonly, we help clients with:

  • company registration & incorporation
  • sales and purchases of shares
  • company restructuring
  • company annual returns
  • appointment & resignation of directors
  • winding up & dissolution of companies

So whatever your problem or situation, our highly-trained and experienced team has seen it all before. To get started, please contact us to discuss your requirements and arrange a legal assessment.

Choose Us


Before any fees, we’ll first schedule a consultation to listen and learn more about your situation.

The session is an hour long, and there are no obligations to engage our services afterward.

As part of the consultation, we’ll lean on our years of experience as company incorporation lawyers to suggest the best solution for you or your business.

Our friendly company incorporation Advocates and Practitioners are on hand to carry out a complimentary legal assessment of your business and advise how best to protect your valuable investments, so get in touch today to discover how we can help you.


Nextgen Mall, 3rd Floor, Suite 34, Nairobi.
Mon-Fri: 8 am – 5 pm

Frequently Asked Questions

What are the legal entities available for starting a business in Kenya?

In Kenya, several legal entities are available for starting a business. The most common types of legal entities are:

  1. Sole Proprietorship: A sole proprietorship is the simplest and most common form of business entity. It is owned and operated by a single individual who has full control and assumes all liabilities.
  2. Partnership: A partnership is formed when two or more individuals come together to carry out a business venture. Partnerships can be either general partnerships, where partners share profits and liabilities, or limited partnerships, which consist of general partners and limited partners with different levels of liability.
  3. Limited Liability Company (LLC): An LLC is a separate legal entity from its owners (members). It offers limited liability protection to its members and allows for flexible management structures. An LLC must be registered with the Registrar of Companies.
  4. Company Limited by Shares: This is a type of business entity commonly referred to as a “limited company.” It is owned by shareholders and managed by directors. The liability of shareholders is limited to their share capital contribution. A company limited by shares must be registered with the Registrar of Companies.
  5. Public Company: A public company is a type of limited liability company that can issue shares to the public. It must comply with additional regulatory requirements compared to a private limited company.
  6. Cooperative Society: A cooperative society is a voluntary association of individuals who pool their resources and efforts to achieve common economic and social objectives. It operates on the cooperative principles of democratic control and shared benefits.
  7. Branch Office: A foreign company can establish a branch office in Kenya to conduct its business activities. The branch office operates as an extension of the foreign company and must be registered with the Registrar of Companies.
  8. Non-Governmental Organization (NGO): NGOs are formed for purposes other than making a profit. They operate in areas such as charitable, educational, religious, or social causes. NGOs must be registered with the Non-Governmental Organizations Coordination Board.

The choice of legal entity depends on various factors, including the nature of the business, liability protection, tax implications, ownership structure, and growth plans. It is advisable to consult with a lawyer or business advisor to determine the most suitable legal entity for your specific business needs in Kenya.

What are the steps taken for company incorporation in Kenya?

The steps for company incorporation in Kenya typically involve the following:

  1. Name search and reservation: Submit a proposed name for the business to the Registrar of Companies for approval and reservation. This ensures that the chosen name is unique and available for use.
  2. Preparation of documents: Prepare the necessary incorporation documents, including the memorandum and articles of association, Form CR1 (Statement of Nominal Capital), Form CR2 (Declaration of Compliance), and Form CR8 (Particulars of Directors and Secretary). These documents outline the company’s structure, rules, and key personnel.
  3. Stamp duty payment: Pay the requisite stamp duty fees for the incorporation documents at a designated bank. The stamped documents will serve as proof of payment. This is especially for LLPs.
  4. Company registration: Submit the duly completed incorporation documents, along with the required fees, to the Registrar of Companies. This can be done physically at the Registrar’s office or electronically through the eCitizen online platform.
  5. Obtaining a certificate of incorporation: Upon successful review and approval of the incorporation documents, the Registrar of Companies will issue a certificate of incorporation. This certificate confirms the legal existence of the company.
  6. Tax registration: Register the company for tax purposes with the Kenya Revenue Authority (KRA). Obtain a Personal Identification Number (PIN) and, if applicable, Value Added Tax (VAT) registration.
  7. Obtain other necessary licenses and permits: Depending on the nature of the business, additional licenses, permits, or regulatory approvals may be required. This could include sector-specific licenses or permits from relevant government agencies or professional bodies.
  8. Open a bank account: Open a business bank account in the name of the company, using the certificate of incorporation and other relevant documents.
  9. Post-incorporation compliance: Comply with ongoing legal requirements, such as filing annual returns, maintaining proper accounting records, and conducting regular meetings as required by law.

It’s important to note that the specific requirements and procedures may vary depending on the type of legal entity being registered and any specific industry regulations. It is advisable to seek guidance from a lawyer or business consultant familiar with the incorporation process in Kenya to ensure compliance with all applicable laws and regulations.

What are the typical costs for registering and incorporating a legal entity for a business in Kenya?

The costs for registering and incorporating a legal entity for a business in Kenya can vary depending on various factors, such as the type of legal entity, the authorized share capital, and the services of professionals involved. Here are some typical costs to consider:

  1. Name search and reservation: The fee for name search and reservation is KES 100 (Kenyan Shillings).
  2. Stamp duty: The stamp duty fee for incorporation documents is based on the nominal share capital. The rate is KES 2,000 for every KES 1 million or part thereof. The minimum stamp duty fee is KES 2,000, and there is no maximum limit.
  3. Professional fees: If you engage the services of a lawyer or business consultant to assist with the registration and incorporation process, their fees can vary depending on the complexity of the work and their experience. It is advisable to obtain quotes from different professionals to compare costs.
  4. Company incorporation fee: The fee for registering the company with the Registrar of Companies depends on the authorized share capital. The current fee structure is as follows:
    • Authorized share capital not exceeding KES 1 million: KES 10,650
    • Authorized share capital exceeding KES 1 million but not exceeding KES 10 million: KES 15,650
    • Authorized share capital exceeding KES 10 million: KES 20,650
  5. Tax registration: Registering the company for tax purposes with the Kenya Revenue Authority (KRA) is generally free of charge. However, if you engage a tax consultant to assist with the process, their fees will apply.
  6. Additional licenses and permits: Depending on the nature of your business, there may be additional costs associated with obtaining sector-specific licenses or permits. The fees for these licenses can vary widely depending on the industry and specific requirements.

It is important to note that the above costs are general estimates, and actual costs may vary. It is advisable to consult with a lawyer, business consultant, or the relevant government agencies for the most up-to-date and accurate information regarding the specific costs involved in company incorporation for your business in Kenya.

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