How to Register a Not-for-Profit Company Limited by Guarantee in Kenya

A company limited by guarantee is purely not for profit and is registered under the Companies Act 2015. The memorandum and articles provision for the amount that the members undertake to contribute to the assets of the company in the event of its liquidation.

Section 7 of the Kenyan Companies Act 2015 states that a company is a Company Limited by Guarantee if;

  1. It does not have a share capital;
  2. The liability of its members is limited by the company’s articles to the amount that the members undertake, by those articles, to contribute to the assets of the company in the event of its liquidation; and
  3. Its certificate of incorporation states that it is a company limited by guarantee.’.

What do you require to register a company limited by guarantee?

  1. Proposed names of the company
  2. Objectives of the company (must be charitable in nature).
  3. Registered office and Postal Address of the company.
  4. Copy of National Identity Numbers/Passports of directors and members.
  5. Nationality of Directors/members
  6. Recent coloured passport photos of the directors and members
  7. KRA PIN Certificate of the directors and members.
  8. Directors E-citizen Account. For foreigner directors/members, the registration is done by a Registered Practicing Company Secretary or a practising Lawyer.

Procedure for Registration of a company limited by guarantee

  • Name search and reservation, with the One Step business registration process introduced and adopted by the Registrars of Companies requires submission of least 3 names in order of priority to avoid double registration.
  • Drafting of the Memorandum and Articles of Association of the company: –Directors of the company may choose to adopt the model memorandum as provided in the Companies Act 2015 or prepare the entity’s Memorandum and Articles of Association
  • Review and Approval at the Companies Registry: Upon signing of the registration documents, the Registrar of Companies reviews the application to confirm the authenticity of the information provided.
  • Vetting by the Office of the Director of National Intelligence The documents are thereafter forwarded to the director of National Intelligence Services for further investigation which takes approximately 6-12 months. Once it’s approved the documents are forwarded back to the Companies Registry for registration completion.
  • Registration and Issue of a Certificate of Incorporation Upon completion of the process the Registrar of Companies issues a Certificate of Incorporation which must be displayed at the registered office.
  • Timeline and Registration The process takes approximately 6-12 months and upon successful registration, the following documents shall be issued:
    • Certificate of Incorporation.
    • Form CR-12 (Contains all details of the company).
    • KRA Pin

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