By Registering a private limited company in Kenya costs between Ksh 10,650 and Ksh 15,000 in government fees, takes 3 to 7 working days, and is done entirely online through eCitizen. You do not need a lawyer for a standard incorporation, though for complex ownership structures, foreign shareholders, or regulated industries, professional guidance is worth the cost.
This guide covers the complete 2026 process: what you need before you start, the step-by-step eCitizen flow, the forms involved, beneficial ownership requirements, and everything to do after your certificate arrives.
Limited Company vs Sole Proprietorship: Which Do You Need?
If you are coming from our sole proprietorship guide, you already know the simpler option. A limited company ( officially a Private Limited Company (Ltd) under the Companies Act 2015) is a separate legal entity from its owners. That distinction matters enormously in practice.
Choose a limited company if:
You want limited liability, your personal assets are protected if the business has debts or is sued
You are bringing in a co-founder or business partner with an equity stake
You are raising or planning to raise investment
A client, bank, or government tender requires a registered company rather than a business name
Your annual turnover is above Ksh 5 million and the tax structure of a company is more advantageous
You are building something you intend to scale, sell, or pass on
A sole proprietorship is fine for freelancers and small traders starting out. A limited company is for anyone building a business that will outlast the founding moment.
What You Need Before You Start
Gather all of this before opening eCitizen, the portal times out and having documents scattered across your phone and email mid-application is avoidable frustration.
For each director and shareholder:
National ID (for Kenyans) or Passport (for foreigners)
KRA PIN — each director and shareholder must have one. Foreign nationals can register for a KRA PIN at any KRA Tax Service Office or through the iTax portal.
Passport-size photo — clear, recent, digital format (JPG or PNG)
Personal physical address and postal address
For the company:
3 to 5 proposed company names in order of preference
Description of business activities, what the company will do, stated clearly
Physical registered office address in Kenya, P.O. Box is not accepted as a physical address
Postal address for the company
Proposed share capital, the nominal value of shares you are issuing. There is no minimum for most private limited companies. Common choices are Ksh 1,000 (1,000 shares at Ksh 1 each), Ksh 100,000 (100,000 shares at Ksh 1 each), or Ksh 1 million. Higher share capital can increase stamp duty charges.
Shareholding split, who owns what percentage, and how many shares each person holds
Beneficial ownership details — see the section below
Payment method:
M-Pesa, debit card, or credit card
The Total Cost
The cost of registering a private limited company in Kenya is typically Ksh 10,650, covering the mandatory government fees. In practice, the total for self-registration usually falls between Ksh 10,650 and Ksh 15,000. The variation comes from stamp duty on your nominal share capital, higher share capital means slightly higher stamp duty.
If you hire a lawyer or professional registrar, their service fees add Ksh 10,000 to Ksh 30,000 on top of the government fees. For a straightforward incorporation with Kenyan founders, this is not necessary, the eCitizen process is designed for self-service.
A CR12 (the official company search certificate you will need for bank account opening and some contracts) costs an additional Ksh 650 when you need it.
Understanding the CR Forms
Unlike a sole proprietorship which uses a single BN2 form, a limited company incorporation involves several statutory forms generated automatically by the BRS system. You do not fill these in from scratch, the portal generates them based on your inputs, you download them, sign them, and upload them back.
CR1 — Application for Registration of a Company. The core incorporation document declaring the company name, registered office, directors, and shareholders.
CR2 — The Memorandum and Articles of Association. This is the company's constitutional document. The BRS portal offers Model Articles — a standard set of articles suitable for most private limited companies. Unless you have a specific reason to customise (e.g. special shareholder rights, pre-emption clauses, or vesting schedules), the Model Articles work fine and save significant time and legal cost.
CR8 — Notice of Residential Address of Directors. Each director's residential address, filed separately from the company's registered office.
BOF1 — Beneficial Ownership Form. Required for all companies. See the section below.
Beneficial Ownership — The Step Most People Get Wrong
Since 2020, Kenya's Companies Act requires all registered companies to declare their beneficial owners, the real human beings who ultimately own or control the company. This is a global anti-money laundering requirement and it is enforced at registration.
A beneficial owner is anyone who:
Holds 10% or more of the company's shares directly or indirectly
Holds 10% or more of voting rights
Has the right to appoint or remove a majority of directors
Exercises significant control over the company through other means
For a standard two-founder startup (two directors, 50/50 shareholding) both founders are beneficial owners and both must be declared on the BOF1 form with their full ID details.
Where applications commonly fail: If the shareholding structure involves a holding company, trust, or nominee arrangement, the disclosure must go through to the natural person at the end of the chain. Declaring a company as a beneficial owner without disclosing the humans behind that company will get your application queried or rejected.
Step-by-Step: The eCitizen Registration Process
Step 1 — Log Into eCitizen and Navigate to BRS
Go to ecitizen.go.ke and log in with your National ID and password. From the services dashboard, select Business Registration Service (BRS). The direct BRS portal is at brsv2.ecitizen.go.ke.
Step 2 — Start a Company Registration Application
Inside BRS, select "Make Application" then choose "Company Registration", not "Business Name Registration" which is for sole proprietorships. Select "Private Company Limited by Shares", this is the standard structure for most businesses.
Step 3 — Submit Proposed Company Names
Enter your preferred company names in order of priority. The system checks availability automatically and merges name reservation and registration into a single step, you do not pay separately for a name search in 2026.
Tips for naming a limited company:
The name must end with "Limited" or "Ltd", this is legally required
Avoid names identical or confusingly similar to existing registered companies
Words like "Kenya," "National," "Bank," "Insurance," "University," and "Government" require special approval and supporting documentation
Make the name distinctive enough to be searchable, generic names like "Tech Solutions Limited" are often taken and hard to brand
Step 4 — Enter Company Details
Fill in the company's:
Registered office address — physical street address, building, floor, county, and sub-county. This is the official address for legal correspondence and government notices.
Postal address
Business activities — describe what the company will do. Be accurate but reasonably broad, you can add activities later but it requires a formal amendment.
Share capital — the nominal value and number of shares. Common structure: 1,000 ordinary shares at Ksh 1 each = Ksh 1,000 nominal share capital. You do not need to have paid up all the shares at registration.
Step 5 — Add Directors and Shareholders
Add each director and shareholder individually. For each person you will enter:
Full legal name (exactly as it appears on their ID or passport)
ID or passport number
KRA PIN
Date of birth
Nationality
Residential address
Email address
Shareholding details — number of shares held and percentage
One person can be both the sole director and sole shareholder, a single-person company is legally valid in Kenya under the Companies Act 2015.
Step 6 — Complete Beneficial Ownership Declaration
Fill in the BOF1 details for every beneficial owner, anyone meeting the 10% or control threshold. The portal generates the form based on your inputs. Download it, sign it, scan or photograph it clearly, and upload it back.
This step is where many applications stall. Take it seriously, an incomplete or inconsistent beneficial ownership declaration is the most common cause of application delays.
Step 7 — Review and Download the Generated Forms
Once all details are entered, the system generates your CR1, CR2 (Model Articles), CR8, and BOF1 forms. Download all of them carefully.
The signing process:
Print each form
Sign where indicated, directors sign CR1 and CR8, all parties sign the BOF1
Scan or photograph each signed form at high resolution
Upload each back to the portal
Blurry scans, cropped signatures, or unsigned pages are the most common reasons applications come back for correction. Use good lighting, lay the document flat, and confirm all signatures are visible before uploading.
Step 8 — Pay the Registration Fee
The portal generates your invoice once all documents are uploaded. Pay through M-Pesa, debit card, or credit card. For M-Pesa: Lipa na M-Pesa, Pay Bill, Business Number 222222, account number as shown on your invoice.
Confirm the payable amount on your live invoice before paying, do not rely on any quoted figure including this guide. The invoice is the authoritative source.
Step 9 — Wait for the Certificate of Incorporation
Processing takes 3 to 7 working days for a complete, well-documented application. You will receive an SMS or email notification when your certificate is ready. Log back into eCitizen, navigate to My Applications, and download your Certificate of Incorporation (CR1 certificate).
The certificate includes your company registration number, a unique identifier beginning with "P" for private companies (e.g. PVT-XXXXXXXX). This number is what you will use on all official documents, contracts, and tax filings.
Common Reasons Applications Are Delayed or Rejected
Name conflicts. Your proposed name is too similar to an existing registered company. Always have five options ready.
Mismatched ID details. The name on the ID does not exactly match the name entered in the system. Use your full legal name exactly as it appears on your National ID ( no nicknames, no abbreviations).
Incomplete beneficial ownership. BOF1 missing a signatory, or a beneficial owner not disclosed. Go through the ownership structure carefully before submitting.
Unsigned or blurry forms. Every signature page must be clearly visible. Re-scan if in doubt.
KRA PIN issues. A director or shareholder's KRA PIN is inactive, incorrect, or not yet registered. Verify all PINs on iTax before submitting.
What to Do After Incorporation
Getting the certificate is the beginning, not the end. A company that is incorporated but not properly set up for compliance will face problems quickly.
1. Get a Corporate KRA PIN
Your personal KRA PIN does not cover the company. A limited company is a separate legal entity and needs its own corporate KRA PIN. Register at itax.kra.go.ke, select "Non-Individual" registration and use your Certificate of Incorporation as the supporting document. This is free and takes 1 to 3 days.
2. Register for Relevant Taxes
With your corporate KRA PIN, register for the taxes that apply to your business:
Corporation Tax — all limited companies pay 30% corporation tax on net profits. File annually by June 30.
PAYE — register immediately if you have employees. PAYE is deducted from employee salaries monthly and remitted to KRA by the 9th of the following month.
VAT — mandatory if your annual turnover exceeds Ksh 5 million. You can register voluntarily below that threshold if it benefits your business (e.g. to claim input VAT on significant purchases).
Turnover Tax — available for companies with turnover between Ksh 1 million and Ksh 25 million as a simplified tax option at 1.5% of gross monthly revenue.
Installment Tax — if your estimated annual corporate tax liability exceeds Ksh 40,000, you must pay quarterly installments in April, June, September, and December.
3. Register on eTIMS
Every business that invoices other businesses or government entities must be on eTIMS, KRA's electronic invoicing system. From January 2026, your clients cannot claim your invoices as deductible expenses unless you issue eTIMS receipts. Register at etims.kra.go.ke using your corporate KRA PIN.
4. Open a Business Bank Account
Banks require a corporate account for companies, you cannot operate a limited company through a personal account. Required documents typically include: Certificate of Incorporation, CR12 (official company search, Ksh 650 from BRS), CR1 form, company KRA PIN certificate, ID and KRA PINs of all directors, and a board resolution authorising account opening.
Banking KYC timelines vary, budget 1 to 4 weeks for full account activation depending on the bank and your ownership structure.
5. Set Up M-Pesa for Business
Apply for a Paybill or Till number through Safaricom Business using your Certificate of Incorporation, corporate KRA PIN, and the authorised signatory's ID. A company Paybill is separate from any personal business M-Pesa arrangement.
6. Get a Single Business Permit
Your county government requires a Single Business Permit authorising you to operate within their jurisdiction. Apply through your county's portal, Nairobi residents use eservices.nairobi.go.ke. Renew annually.
7. File Annual Returns
Every registered company must file annual returns with BRS each year to confirm its details (directors, shareholders, registered office) are current. The filing deadline is within 42 days of the company's annual return date, which is set at registration. Failure to file annual returns results in the company being marked as non-compliant and can lead to striking off the register, effectively dissolving the company.
The annual return filing fee is Ksh 4,050 for a private limited company.
Foreign-Owned Companies
Foreign nationals and foreign companies can register companies in Kenya without restriction, there is no requirement for a Kenyan director or local partner for most sectors. However, certain regulated industries including banking, insurance, media, and mining have local ownership or participation requirements.
Additional documents required for foreign directors or shareholders: certified copy of passport, proof of foreign residential address, and depending on the bank, notarised documents for account opening.
Foreign-owned companies in regulated sectors should seek legal advice specific to their industry before incorporating.
A Note on Share Capital
Many first-time founders register with the minimum nominal share capital ( Ksh 1,000 or less) to minimise stamp duty. This is fine legally but can create friction later. Investors and sophisticated counterparties sometimes read very low share capital as a signal of a company not thinking about its structure seriously. A nominal share capital of Ksh 100,000 (100,000 shares at Ksh 1 each) is a reasonable default for most startups, it gives you room to allocate shares meaningfully to co-founders and future employees without requiring a capital reconstruction, and the additional stamp duty cost at registration is minimal.
The Agents Warning
As with sole proprietorships, there is a cottage industry of agents charging Ksh 20,000 to Ksh 50,000 to register limited companies through eCitizen on your behalf. For a standard two-Kenyan-founder private limited company, you do not need them. The process described above is entirely self-service.
The scenarios where professional help is genuinely worth paying for: foreign shareholders navigating additional documentation requirements, complex ownership structures involving holding companies or trusts, regulated industries requiring sector-specific approvals alongside incorporation, and founders who have had applications rejected and cannot identify the error.
Questions about the registration process? Drop them in the comments. For complex structures like foreign ownership, regulated industries, or investor-ready incorporation, a qualified company secretary or advocate through the Law Society of Kenya (lsk.or.ke) is the right resource.
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