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A company limited by guarantee under the Kenyan Companies Act can be incorporated either with or without share capital. In most cases, however, companies limited by guarantee are incorporated without share capital. A company limited by guarantee may be a private company or a public company.

The registration of a company limited by guarantee

The requirements for the company limited by guarantee are similar to those of a company limited by shares.

Documents to be prepared are as follows:

  1. Form CR14: Name search and reservation
  2. Form CR1: Application for registration of a company
  3. Form CR3: Memorandum of association
  4. Form CR8: Notice of residential address of directors
  5. Form CR10: Notice of appointment of company secretary
  6. Form CR12: Notice of residential address of company secretary
  7. Statement of nominal capital

Details that we shall require are as follows;

  1. Proposed names of the company – at least 2
  2. Objects of the company (what is the nature of the businesses they engage in);
  3. Full names, postal addresses, full residential address, nationality, telephone number, email address of all the directors and the shareholders of the company;
  4. Details of the physical location of the registered offices of the companies (including the L.R No, street name if); (if you do not have we can provide one for your use)
  5. Proposed share capital of the company and how the shares are to be divided amongst the shareholders;
  6. Postal address of the company;
  7. Copies of PIN (if Kenyan, or if you have), Passport Photos and 2 colored passport sized photos of all directors.

The registration time is quite long and takes a minimum of a year to finalize the same and this depends on the backlog that the NIS has in regards to the vetting process as all the shareholders and Directors must be vetted. Annually the company is required to file annual returns at each anniversary date.

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