Two founders holding fifty-fifty, a family with everyone on the register, or an investor with a preference share class, the shareholding written at incorporation determines what happens in every disagreement that follows. How should shareholding be structured? The Companies Act 2015 allows different classes of shares with different rights to votes, dividends and capital on … Read more
Not every venture belongs in a limited company. Charitable objects, professional partnerships and family wealth each have their own Kenyan vehicle, with different registries, different regulators and different obligations. When is an NGO the right vehicle? Organisations with public benefit objects, charitable, educational or welfare purposes rather than profit distribution, have traditionally registered under the … Read more
Banks, tender committees and overseas counterparties now ask companies for more than a CR12: they want to know who ultimately owns and controls the entity. The answer is supplied through beneficial ownership filings at the Business Registration Service, an obligation many companies encounter for the first time during due diligence, usually with a transaction clock … Read more
The certificate of incorporation arrives quickly. What new directors sometimes underestimate is the second register: the tax, social security and county obligations that must be in place before a company can lawfully employ staff and trade. Which registrations come first? The company’s KRA PIN is the anchor. It is issued through the Kenya Revenue Authority’s … Read more
Banks ask for a formidable amount of paper before opening a corporate account, and the list is not arbitrary. It is driven by anti-money laundering law and each bank’s own diligence standards. What documents do Kenyan banks usually require? Certificate of incorporation and the company’s memorandum and articles, or constitution. A current company search, in … Read more
A shareholder wants out, an investor wants in, or one founder is buying another’s stake. Transferring shares in a private company is routine, but the steps interlock: the constitution controls the process, the company’s registers give effect to it, and the tax and registry consequences follow in sequence. Order matters, and shortcuts surface later as … Read more
Most Kenyan companies meet their annual return obligations only when a bank, tender or prospective buyer asks for proof of good standing, by which point penalties have accumulated and the cure takes weeks. When is the annual return due? A company with share capital must file an annual return with the Registrar of Companies within … Read more
A bank asks for a CR12, a tender committee asks for a CR13, and neither explains the difference. Knowing what each document is saves days of back-and-forth at the companies registry. What is a CR12? The CR12 is the official search issued by the Registrar of Companies under the Companies Act 2015 framework. It sets … Read more
The registration form gets the attention, but the documents filed with it define the company for years afterwards. Four of them matter most when incorporating under the Companies Act 2015. What does the memorandum of association do? For a company with share capital, the memorandum is filed as Form CR2. Under the Companies Act 2015 … Read more
A founder resigns, a new investor joins the board, and months later a bank declines the company’s facility application because the CR12 on file no longer reflects the truth. Registry records drift out of date quickly after incorporation, and keeping them current is part of running a company in Kenya rather than an optional tidy-up. … Read more
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