Your Trusted Partner for Non-Profit & Association Registration

When you need to appoint advocate company limited by guarantee registration Kenya services, it is crucial to partner with a firm that understands the specific legal nuances of non-profit entities. A Company Limited by Guarantee is the ideal legal structure for non-profit organisations, charities, professional associations, and clubs in Kenya that require a corporate legal personality but do not have share capital. Unlike companies limited by shares, its members act as guarantors, pledging a nominal amount in the event of winding up. At Mwenda Njagi & Co. Advocates, our corporate law experts provide end-to-end guidance, ensuring your registration on the Business Registration Service (BRS) eCitizen portal is compliant, swift, and legally sound from the very beginning. We simplify the complexities so you can focus on your mission.

Legal Framework: The Companies Act, 2015 & Key Regulations

The registration and operation of a Company Limited by Guarantee in Kenya are primarily governed by the Companies Act, 2015. This modern legislation, administered by the Business Registration Service (BRS), sets out the specific requirements for non-profit corporate structures. A key distinction is the prohibition of distributing profits to members; any surplus must be re-invested to further the company's objects.

The foundational documents required are the Memorandum of Association and the Articles of Association. The Memorandum must clearly state the company's 'objects,' which must be for a public benefit purpose such as promoting commerce, art, science, religion, charity, or any other similar objective. It is critical that these objects are drafted with precision by a qualified advocate to avoid rejection by the Registrar of Companies. The Articles of Association, on the other hand, outline the internal governance, including the roles of directors and the rights of members (guarantors). Appointing an advocate ensures these documents are not only compliant with the Companies Act but also aligned with your long-term vision. Post-registration, compliance with bodies like the Kenya Revenue Authority (KRA) is mandatory.

The official Certificate of Incorporation for a company limited by guarantee issued by the Business Registration Service in Kenya.
Your official Certificate of Incorporation is the final step in establishing your non-profit's legal identity.

Step-by-Step Registration Procedure & Required Documentation

To successfully register a company limited by guarantee, a meticulous and systematic approach is essential. Our legal team at Mwenda Njagi & Co. Advocates manages this entire procedure to ensure a seamless experience. Here is the step-by-step process and the documentation required:

1. Company Name Reservation: We will conduct a name search on the Business Registration Service (BRS) portal and apply to reserve your proposed company name. The name must be unique and not conflict with existing entities.

2. Drafting of Foundational Documents: Our advocates will expertly draft the Memorandum of Association (defining the non-profit objects) and the Articles of Association (outlining internal governance) tailored to your organisation's needs.

3. Collation of Director & Member Details: We will require copies of National ID/Passport, KRA PIN certificates, and recent passport-sized photographs for a minimum of three proposed directors and the initial members (guarantors).

4. Filing the Application: We will complete and file all the necessary forms, including Form CR-1 (Company Registration Form), Form CR-2 (Model Memorandum for a Company Limited by Guarantee), and Form CR-8 (Notice of Registered Address) via the eCitizen portal.

5. Payment of Statutory Fees: All prescribed government registration fees will be paid through the official government portal.

6. Issuance of Certificate of Incorporation: Upon successful review by the Registrar of Companies, a digital Certificate of Incorporation is issued. This is the legal proof of your company's existence.

7. Post-Registration Compliance: We will assist with the application for a company KRA PIN to ensure you are tax compliant from day one.

Legal Representation in Kenya

Mwenda Njagi & Co. Advocates provides legal advisory and court representation across Kenya and all 47 counties in Kenya.

Registration Costs: Fees & Professional Guidance in Kenya

Advocate from Mwenda Njagi & Co. Advocates reviewing documents for a company limited by guarantee registration in Kenya.

Understanding the costs involved is a practical step in planning your registration. The total cost to appoint an advocate for your company limited by guarantee registration in Kenya is composed of two main parts: statutory government fees and professional legal fees.


Statutory Government Fees: These are non-negotiable fees paid directly to the government via the eCitizen portal. This includes a nominal fee for name reservation (approx. KES 150) and the main registration fee, which is approximately KES 10,750. These figures are subject to change by the BRS.
Professional Legal Fees: This fee covers the invaluable expertise of your advocate. It includes consultation, drafting of bespoke Memorandum and Articles of Association, collation and verification of all documents, and managing the entire application process. Our professional fees at Mwenda Njagi & Co. Advocates are transparent and offer exceptional value, ensuring your registration is done right the first time, saving you from costly future corrections.

Investing in professional legal guidance is the most effective way to navigate the complexities of compliance and ensure your non-profit is built on a solid legal foundation.

Frequently Asked Questions

How many directors are needed for a company limited by guarantee in Kenya?
Under the Companies Act, 2015, a company limited by guarantee in Kenya requires a minimum of three directors to be successfully registered. It is also mandatory to have at least one member (guarantor), although the directors can also serve as members. Our team can provide guidance on structuring your board in compliance with all legal requirements.
Can a company limited by guarantee make a profit in Kenya?
Yes, a company limited by guarantee can generate surplus income or 'profit' from its activities. However, this profit cannot be distributed to its members as dividends. Any surplus funds must be reinvested back into the company to further its non-profit objectives, as defined in its Memorandum of Association. This is the fundamental principle distinguishing it from a for-profit entity.
How long does it take to register a company limited by guarantee with an advocate in Nairobi?
When you appoint an advocate from Mwenda Njagi & Co. Advocates, the registration process for a company limited by guarantee in Kenya typically takes between 14 to 21 working days. This timeline is contingent upon the processing speed at the Business Registration Service (BRS) and the prompt provision of all required documentation. Our team in Nairobi expedites the process by ensuring all submissions are accurate from the outset.