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 (kenyalaw.org) its role is narrower than under the old law: it records the subscribers’ intention to form the company and the shares they take on formation. The substantive governance of the company now rests with the articles and the Act itself, rather than with long objects clauses. Filings are made through the Business Registration Service (brs.go.ke).
What are articles of association?
The articles are the company’s internal constitution. They govern share rights and transfers, classes of shares, meetings and quorums, the appointment and removal of directors, and borrowing. Companies may register articles tailored to their needs, and closely held businesses, families, joint ventures, investor-backed companies, usually should, so that transfer restrictions, reserved matters and deadlock mechanisms are actually enforceable rather than assumed. Shareholder agreements can add a further layer, but the articles remain the primary public document that banks and investors read.
What is the statement of nominal capital?
This statement records the company’s nominal share capital at formation. It matters because registry fees are calculated by reference to it, and because it frames how shares can be issued later. Nominal capital can be varied after incorporation, but that is a formal process with its own filings, far simpler to set a realistic figure at the start. Getting the figure wrong in either direction, too low to issue what the founders intend or high enough to inflate fees, is a common first-timer mistake.
Alongside these, incorporation involves notices of the directors’ residential addresses and a statement confirming compliance with the Act’s formation requirements.
Tailored articles are the difference between a company that can absorb a new investor and one that must be rebuilt to do so. Our governance advisory practice drafts and reviews constitutions for Kenyan companies, and our practice areas page sets out related services.
For guidance on your specific situation, contact CS Advocates LLP, call, WhatsApp, or book a confidential consultation at our Westlands, Nairobi office.