Registration of a branch of a Foreign Company in Kenya

Registration of a Branch of a Foreign Company in Kenya

Registering a branch of a foreign company in Kenya is carried out by the Business Registration Service in Kenya. 

It does not create a separate legal entity from the foreign company itself. It is a legal requirement for all companies incorporated outside Kenya that intend to operate within Kenya as foreign entities.

Foreign companies must appoint a local representative resident in Kenya, who can either be a citizen or a non-citizen. The local representative is accountable for ensuring the company complies with the Kenyan Companies Act and is personally liable for any penalties arising from non-compliance.

What is a Foreign Company?

A Foreign Company refers to a company registered outside Kenya under the laws of that jurisdiction. Such companies must adhere to Kenyan legal requirements to conduct business in Kenya.

Foreign companies can operate in Kenya by registering a branch. This branch is a unit of the parent company, conducting business on behalf of the foreign company. It is not a separate legal entity, and the parent company bears responsibility for the actions and liabilities of the branch.

Why Register a Foreign Company Branch in Kenya?

Investors often seek to expand their presence in new markets by establishing branches. A branch functions as an extension of the parent company, allowing the business to operate under the same name and legal framework. Importantly, the liabilities incurred by the branch are not separated from the parent company.

Requirements for Foreign Company Branch Registration in Kenya

When applying to register a branch of a foreign company in Kenya, the following documents and information are required:

• A completed Form FC 2 (Application for registration as a foreign company).
• A certified copy of the company’s certificate of incorporation or registration from its home country, notarized by a Notary Public.
• A copy of the company’s constitution, articles, or other governing documents, duly certified by a Notary Public.
• A certified memorandum outlining the powers of any directors residing in Kenya or those serving on a local board of directors.
• A list of the names and personal details of the directors and shareholders of the company.
• If applicable, details of existing charges on the company’s property (using Form CR 25), along with a certified copy of the charge document.
• Notice of the company’s registered office in its country of origin, or its principal place of business, as indicated on Form FC 2.
• Names and postal addresses of one or more local representatives authorized to accept legal notices on behalf of the company.
• Full address of the branch’s place of business in Kenya (Form FC4).
• Notice specifying the company’s business hours (Form FC6).
• Certified copies of passports for each foreign director and the local representative (if foreign).
• National ID and KRA PIN certificate for the local representative (if Kenyan).
• Colored passport-size photos of foreign directors and the local representative.
• A registration fee of Kshs. 7,550/-.

Additional Requirements for Registering a Foreign Company Branch

• Documents submitted in a language other than English must include a certified English translation.
• Safeguards are in place to protect the disclosure of personal residential addresses of company representatives.
• Provisions exist for appointing a liquidator to handle the foreign company’s property in Kenya.
• Foreign companies may appoint a local board of directors with specific powers, in addition to the foreign board.
• A foreign company cannot operate in Kenya without at least one local representative. This representative must be present at the registered office during business hours. Failure to appoint a local representative within 21 days of commencing business in Kenya is a legal offense.
• You may register a foreign company under its corporate name or an alternative name for conducting business in Kenya. If an alternative name is registered, it is treated as the official business name in Kenya.

Once the application is approved, the Registrar of Companies issues a Certificate of Compliance. This certificate includes the company’s name, identification number, registration status under the Companies Act, 2015, and the date of registration, as well as the date of incorporation in the home country.

Need Assistance?

If you’re looking to establish a branch of a foreign company in Kenya, contact us at info@swkadvocates.com for expert guidance.