REGISTRATION OF A FOREIGN COMPANY IN KENYA
A foreign Company is defined as a Company that has been incorporated outside Kenya and has its place of Business outside Kenya.
For a foreign Company to operate in Kenya, It must be registered in Kenya under the Companies Act, 2015, a requirement under Section 974 of the Companies Act, 2015. Once you register your company, you will be allowed to operate your company in Kenya.
In order for a person to commence the registration process. There are certain documents that you shall be required to submit to the registrar of Companies and they include the following;
- A completed Application Form FC 2 (Application for registration as a foreign company)
- a certified/notarized copy of the foreign company’s certificate of incorporation or registration in its place of origin (or similar document). If the company’s certificate of incorporation and charter is not in English, a certified translation should be provided.
- a certified/notarized copy of the company’s constitution, the Charter, Statutes, Articles or other instruments defining the constitution of the company or the equivalent, If the company’s constitution is not in English, a certified translation should be provided.
- a list containing the names and personal details of the directors and shareholders of the company.
- A Certified/notarized/ memorandum executed by or on behalf of the company stating the powers of any directors who (a) reside in Kenya and (b) are members of a local board of directors.
- If applicable, particulars of each existing charge on the property of the company [by completing Form CR 25 as well as a certified copy of the document creating or evidencing the charge.
- notice of the company’s registered office its place of origin or, if it does not have such an office, its principal place of business in its place of origin by providing this information on Form FC 2.
- Names and postal addresses of one or more persons resident in Kenya authorized to accept, on behalf of the company, service of notices required to be served on the company.
- Full address of the place of business in Kenya.
- Safeguards against the disclosure of a natural person’s residential address where this information is required to be provided by the company.
- A mechanism for the appointment of a liquidator of a foreign company in respect of the foreign company’s property in Kenya.
- The recognition that a foreign company may have a local board of directors with specific powers in addition to its foreign directors.
It is important to note that for one to register a foreign Company in Kenya, the company is required to have a local representative. A local representative is always required to be present at the registered office of the company in Kenya when the office is open. However, it is not a mandatory requirement that a local representative have shares in the company one intends to register.
Local representatives are responsible for ensuring compliance by the company of all requirements under the Companies Act, 2015 and may be personally liable for any penalty imposed on the company for contravention of or non-compliance with the Act.
“The information provided in this article is intended for general legal advice and does not constitute legal advice for specific transactions or cases. Since each transaction presents a unique legal context, it is advisable to retain a legal adviser for specific transactions.” Consult with CR Advocates LLP for International Trade Law.
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