Your Expert Guide to Registering a Company Limited by Guarantee

The procedure for company limited by guarantee registration Kenya is a structured process governed by the Companies Act, 2015, designed for non-profit organisations, charities, professional bodies, and clubs. It involves a name search and reservation on the Business Registration Service (BRS) eCitizen portal, the drafting of crucial constitutional documents like a Memorandum of Association, and the submission of requisite forms and details of directors and guarantors to the Registrar of Companies. Unlike companies limited by shares, these entities do not have shareholders and profits are re-invested into the organisation's objectives rather than being distributed as dividends. This structure is ideal for entities focused on public benefit rather than private profit. Our corporate law team at Mwenda Njagi & Co. Advocates simplifies this entire process for you.

Governing Legal Framework: The Companies Act, 2015

In Kenya, the primary legislation governing the incorporation of all companies is the Companies Act, 2015. This statute provides the legal backbone for establishing a company limited by guarantee. Under the Act, these companies are recognized as separate legal entities, distinct from their members (guarantors). The key defining feature is the liability of its members, which is limited to a pre-determined nominal amount they 'guarantee' to contribute to the company's assets in the event of its winding up. This process is managed through the Business Registration Service (BRS), an agency under the Office of the Attorney General, which has digitized most procedures on the eCitizen platform. Key legal requirements for the registration procedure include having at least one director and one guarantor (who can be the same person), a registered physical address in Kenya, and clearly defined 'not-for-profit' objectives within the Memorandum of Association. Compliance with the Kenya Revenue Authority (KRA) for a company PIN certificate post-incorporation is also a mandatory subsequent step.

The official Certificate of Incorporation for a company limited by guarantee in Kenya, facilitated by Mwenda Njagi & Co. Advocates.
Achieve your non-profit's mission with a legally sound company structure.

Step-by-Step Registration Procedure & Documentation

To successfully complete the procedure for company limited by guarantee registration in Kenya, you must follow these essential steps and prepare the required documentation. 1. Name Search and Reservation: The first step is to propose at least three unique company names for a search on the BRS eCitizen portal. Once a name is approved and reserved, it is valid for 30 days. 2. Drafting Constitutional Documents: This is a critical legal step. You must prepare a Memorandum of Association outlining the company's objectives and a compliant set of Articles of Association. 3. Filing of Registration Forms: The application requires the submission of several key forms, including: Form CR-1: Application for Registration of a Company and details of the proposed directors.Form CR-2: Model Memorandum for a Company Limited by Guarantee.Form CR-8: Notice of Registered Office Address. 4. Submission of Director & Guarantor Details: You must provide copies of the National ID (or passport for foreigners), KRA PIN certificates, and recent passport-sized photos for all directors and guarantors. 5. Filing and Payment: The complete application bundle is lodged through the online portal, and the prescribed registration fees are paid. 6. Certificate of Incorporation: Once the Registrar of Companies is satisfied with the application, a Certificate of Incorporation is issued. This is conclusive evidence that the company is legally registered in Kenya.

Legal Representation in Kenya

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

Registration Fees, Costs & Practical Timelines in Kenya

A legal professional at Mwenda Njagi & Co. Advocates' office in Nairobi reviewing the procedure for company limited by guarantee registration Kenya.

Understanding the costs involved is a crucial part of the registration procedure. The total fees for a company limited by guarantee registration in Kenya are a combination of statutory government fees and professional service fees. Statutory Fees (Payable to BRS):Name Reservation: KES 150 per name search.Official Registration Fee: This is a standard fee set by the BRS, typically amounting to approximately KES 10,750. This fee covers the filing and issuance of the Certificate of Incorporation. Professional Legal Fees: Engaging a law firm like Mwenda Njagi & Co. Advocates is highly recommended to ensure compliance and avoid costly errors. Our professional fees are competitive and cover document drafting, due diligence, filing, and liaising with the Registrar. This fee provides you with peace of mind and expert guidance. Timeline: Provided all documentation is in order, the entire registration procedure, from name search to the issuance of the Certificate of Incorporation, typically takes between 5 to 10 business days in Kenya.

Frequently Asked Questions

What is the main difference between a company limited by guarantee and one limited by shares in Kenya?
A company limited by guarantee is for non-profit ventures; any surplus income is reinvested into its objectives, not paid to members. Its members' liability is the 'guarantee' amount. A company limited by shares is for-profit, distributing profits as dividends to shareholders, whose liability is limited to the value of their shares.
Can a company limited by guarantee in Kenya apply for tax exemption?
Yes. After registration, a company limited by guarantee can apply to the Kenya Revenue Authority (KRA) for tax-exempt status. This is not automatic and requires a separate application process where the company must prove its income is used exclusively for public benefit purposes like charity, education, or religion.
How can Mwenda Njagi & Co. Advocates assist with my company registration?
Our expert corporate law team, based at Ciata Mall, Kiambu Road, Nairobi, manages the entire registration procedure for you. We handle the name search, draft bespoke Memorandum and Articles, file all BRS documentation, and ensure full compliance with the Companies Act, 2015, delivering your Certificate of Incorporation efficiently.