Company Incorporation

Company incorporation is the legal process of creating a separate corporate entity — a "company" — that is distinct from its owners and directors, with its own legal personality, perpetual succession, and limited liability. In Kenya, companies are incorporated under the Companies Act, 2015 and registered through the Business Registration Service (BRS). The choice to incorporate is one of the most consequential decisions a founder can make: it determines the personal liability of the owners, the tax treatment of the business, the ability to raise capital, and the regulatory obligations that apply.

This service is designed to take a founder from idea to registered entity as smoothly as possible. The process begins with name reservation — they file the proposed name(s) with the BRS and secure the reservation, which is valid for 30 days. Advocates then draft the memorandum and articles of association, tailored to the specific needs of the business and its founders. For most private companies, they use a streamlined constitution, but for companies with multiple shareholders, foreign investors, or complex share structures, they draft bespoke articles that address board composition, share transfers, pre-emptive rights, drag-along and tag-along provisions, and dispute resolution mechanisms.

Advocates handle the full BRS filing package: the application for incorporation, the statement of nominal capital, the particulars of directors and shareholders, the registered office address, and the consent to act as director. Once the certificate of incorporation is issued, they assist with post-registration compliance: the issuance of share certificates, the preparation of the register of members and register of directors, the filing of the beneficial ownership declaration, the application for a company PIN and VAT registration (where required), and the opening of the company bank account.

Advocates also advise on the most appropriate entity structure for the business. For some founders, a private limited company is the right choice; for others, a limited liability partnership (LLP) offers the flexibility of a partnership with the limited liability of a company. For foreign companies entering the Kenyan market, they advise on whether to incorporate a local subsidiary or to register a branch office — a decision that has significant tax and regulatory implications. Advocates also handle the incorporation of public companies, non-profit companies (companies limited by guarantee), and single-member companies.

For startups and growth companies, they go beyond the basic incorporation to set up the governance and compliance framework that investors will expect to see in due diligence. Advocates prepare founder agreements, vesting schedules, employee share option plan (ESOP) frameworks, and the initial cap table. Advocates advise on the implications of the Startup Bill (where enacted) and the various incentives available to innovative businesses. The goal is not just to incorporate a company, but to set it up for long-term success — legally sound, tax-efficient, and investor-ready.