Setting Up a Company in Kenya as a Foreigner: The Legal & Practical Guide

Kenya remains one of Africa’s primary commercial, financial, and technological hubs. It is one of Africa’s most open economies for foreign investors. A foreign national or foreign company can own 100% of a Kenyan company in most sectors; incorporation is done online through the Business Registration Service (BRS) on eCitizen, and there are no exchange controls on repatriating profits. But the steps that come after the certificate of incorporation, such as tax registration, the local contact person rule, bank accounts, sector licences, and immigration permits, are where most foreign-owned businesses lose time.

This guide answers the questions foreign founders ask us most often: which business vehicle to use, whether Kenya imposes shareholding or control requirements, whether you need a local director or contact person, how long set-up takes, what it costs, and what Kenyan banks need to open a corporate bank account. It builds on our earlier guides, including Investing in Kenya as a Foreigner: Process and Requirements and A Guide for Foreign Investors Starting a Business in Kenya.

Can a foreigner register a company in Kenya?

Yes. The Companies Act, 2015 does not restrict incorporation by nationality. A foreign individual or company can be the sole shareholder and sole director of a Kenyan company and register it without first holding a Kenyan visa or permit. A company incorporated in Kenya is a Kenyan-incorporated entity even where its shareholders are foreign. This differs from registering an overseas company to operate through a Kenyan branch. To learn more about company incorporation in Kenya, read our Comprehensive FAQs on Company Incorporation in Kenya.

What business vehicles are available to foreign investors?

The appropriate vehicle depends on liability, ownership, taxation, licensing, and the investor’s plans.

Should I set up a subsidiary or a branch?

For most foreign investors, we recommend a subsidiary (private limited company). It ring-fences liability in Kenya, is simpler for banks and regulators to deal with, can qualify for local tenders and licences more easily, and can later be sold through a share transfer. A branch suits a parent that is delivering a time-bound project, wants all profits and losses consolidated at head office, or is in a sector where the regulator expects the parent itself to hold the licence.

For a full comparison, see Branch vs Subsidiary in Kenya: Which is the Best Structure for Your Foreign Company? and A Comprehensive Guide for Setting Up a Branch of a Foreign Company in Kenya.

Does Kenya have shareholder requirements or foreign ownership limits?

In general, Kenya permits 100% foreign shareholding and foreign ownership.  A private company needs only one shareholder, who can be a foreign individual or a foreign company, and can have up to 50 members. Foreign investors can own all shares in a private limited company without requiring a mandatory local partner or citizen co-shareholder.

However, sector-specific laws and statutory minimum equity thresholds apply to a few regulated industries:

Ownership limits are only part of the picture. Banking, payments, energy, health, broadcasting, aviation and virtual asset businesses also need a sector licence, and the regulator may scrutinize who owns and controls the applicant. On virtual assets, see our article on the VASP Act, 2025. If you plan to buy land or premises, read A Guide for Buying Property in Kenya for Foreign Investors.

Do I have to disclose who ultimately owns the company?

Yes. Every company must keep a register of its beneficial owners and file it with the Registrar. A beneficial owner is a natural person who ultimately holds or controls at least 10% of the shares or voting rights, can appoint or remove a majority of the board, or exercises significant influence or control. Since the Anti-Money Laundering and Combating of Terrorism Financing Laws (Amendment) Act, 2023, companies must file beneficial ownership at incorporation, disclose nominee shareholders and directors, and face penalties for late updates. For a foreign-owned company, this means looking through the parent company chain to the individuals at the top. See our guide on Disclosure of Beneficial Ownership in Kenya.

Do I need a shareholders’ or joint venture agreement?

Not by law, but strongly advised whenever there is more than one shareholder, and especially where a foreign investor partners with a Kenyan party. A well-drafted agreement deals with board control, reserved matters, funding, deadlock, transfer restrictions and exit. See Joint Venture Agreements in Kenya and our Share Transfer Process in Kenya.

Do I need a Kenyan or local resident director?

Not by law. A private company must have at least one director who is a natural person (aged at least 18), but the Companies Act, 2015 sets no nationality or residence requirement. A company can therefore have only foreign, non-resident directors. Corporate directors are allowed alongside the required individual director. If none of the directors is resident in Kenya and there is no company secretary, however, the company must appoint a contact person under section 243A.

In practice, a resident director makes life easier. Kenyan banks often want at least one signatory who is in Kenya, the Kenya Revenue Authority (KRA) links the company to its directors’ PINs, and regulators in some sectors expect a local officer. Many foreign investors therefore appoint a trusted resident director, or a manager holding a work permit, at least during set-up.

What is the “contact person” requirement?

Section 243A of the Companies Act provides that a private company or company limited by guarantee that has neither a company secretary nor a resident director must appoint a contact person who is a natural person with a permanent residence in Kenya (section 243A(2)(a)). In other words, a company satisfies the law in any one of three ways: it has a resident director, a company secretary, or a contact person.

This matters most for foreign investors: a company whose directors all live abroad and which has no company secretary must appoint a contact person. The key rules are:

• Notice to the Registrar: the company must lodge a notice of the appointment, giving the contact person’s name, residential address and any other prescribed particulars (section 243A (3)).
• Record-keeping: the contact person must keep copies of the company’s records on directorship, shareholding, beneficial ownership and any other information the company must keep under the Act and make them available to competent authorities and the Registrar (section 243A (4)).
• Personal liability: a contact person who fails to do so commits an offence and is liable on conviction to a fine of up to KES 500,000 (section 243A (5)). The role should therefore go to someone reliable who will actually hold the records.
• Changes: the company must notify the Registrar within fourteen days when a contact person ceases to act (section 243A (6)), so a replacement should be lined up before anyone steps down.

Companies registered before the provision came into force had sixty days from 15^th September 2023 to lodge notice of their appointment (section 243A(2)(b)). Our firm can act as your contact person.

Do I need a company secretary?

A private company must appoint a company secretary where its paid-up capital is KES 5 million or more. The secretary must be a Certified Public Secretary registered in Kenya. Below that threshold, and for companies limited by guarantee, a secretary is optional. A company that chooses not to appoint one and has no resident director must instead appoint a contact person.

Does a branch need a local representative?

Yes. A registered foreign company must appoint a local representative in Kenya (sections 979 to 981 of the Companies Act). The representative is responsible for the branch’s compliance with the Act and can be held personally liable for penalties (section 981), so the role should go to someone who will actually manage filings. The branch must also have a registered office in Kenya. Read our article on Setting Up a Branch of a Foreign Company in Kenya.

Does the company need a physical office in Kenya?

Every company must have a registered office address in Kenya, where it keeps its statutory records and serves official notices. It does not have to be a full office: many start-ups use a virtual office or their advocate’s or company secretary’s address at first. You will need actual premises, however, for a county business permit if you trade from a location, and for most sector licences and a Class G permit application.

What is the process for setting up a company in Kenya as a foreigner?

1. Choose the vehicle and structure. Decide between a subsidiary, branch or LLP; settle shareholders, directors, share capital and, for joint ventures, the key commercial terms.
2. Prepare and verify documents. Passport copies, residential addresses and contact details for each director, shareholder and beneficial owner. For a corporate shareholder or a branch, the parent’s certificate of incorporation, constitution and board resolution, notarised and legalised (Kenya is not a party to the Apostille Convention, so the documents are usually legalised by the Kenyan embassy in the parent’s country; see our article on legalization), and translated into English where needed.
3. Apply on eCitizen (BRS). Submit the proposed names, constitution (model articles or bespoke articles), statement of nominal capital, director and shareholder details, and beneficial ownership information in one online application. For a branch, file the foreign company registration forms with the parent’s documents.
4. Receive the certificate. BRS issues a certificate of incorporation (company) or certificate of compliance (branch), along with an official CR12 search on request.
5. Register for tax and statutory deductions. Obtain or confirm the company’s KRA PIN, register for VAT if turnover will exceed KES 5 million, onboard to eTIMS for electronic invoicing, and register as an employer with NSSF and the Social Health Authority before hiring. See our KRA PIN Registration for Foreigners and Limited Companies.
6. Open a corporate bank account. See Part 5.
7. Obtain licences and permits. Obtain a county single business permit, any sector licence, and immigration permits for foreign directors and staff (see Part 6). Consider an Investment Certificate from KenInvest.
8. Protect the business. Register your trademark (A Guide to Trademark Registration Process in Kenya), register with the ODPC if you process personal data, and put written employment contracts and workplace policies in place.

Our Procedure for Registering a Company in Kenya, 11 Essential Requirements for Registering a Company in Kenya and Comprehensive FAQs on Company Incorporation in Kenya walk through the BRS filing itself in more detail.

Disclaimer: This article provides general information and does not substitute legal advice on the specific circumstances of any individual or organization. Fees, thresholds and procedures change frequently. While the information is accurate as of the date of publication, we cannot guarantee that it remains accurate at the time you read it. Before acting on any of this information, please seek professional legal advice tailored to your situation.