Legal Requirements of Investing in Kenya as a Foreigner

Compiled by Anthony M. Wanjohi:

The following are Legal Documents that are required for a foreigner to invest in  Kenya:

  1. Certificate of Incorporation,
  2. Investment Certificate,
  3. Business License,
  4. Business Plan,
  5. Non-Disclosure Agreement (NDA),
  6. Insurance Policy,
  7. Contract documents,
  8. Patent or Copyright registration and
  9. Operating Agreement.

There are basic and most common licenses and permits that all businesses need. They include the following:

  1. State registration of legal entity, statistical, and tax registration with the Center for Public Registration. Cost KES 100,
  2. Stamp the memorandum and articles and a statement of the nominal capital. Cost KES 8,080 (1% of nominal capital + KES 2,020 stamp duty on Memorandum and Articles of Association),
  3. Pay stamp duty at bank. Cost KES 100 (bank commission),
  4. Declaration of compliance (Form 208) is signed before a Commissioner for Oaths. Cost is KES 200,
  5. File deed and details with the Registrar of Companies at the Attorney General’s Chamber in Nairobi (Sheria House). Cost KES 5,836,
  6. Register with the Tax Department for the single taxpayer identification number online. No cost.
  7. Apply for a business permit. Cost KES 10,000,
  8. Register with the National Social Security Fund (NSSF). No cost,
  9. Register with the National Hospital Insurance Fund (NHIF). No cost,
  10. Make a company seal after a certificate of incorporation has been issued. Cost KES 3,000 (between KES 2,500 and KES 3,500)

Government Agencies In-charge of Registering businesses in Kenya

A foreign investor may obtain an Investment Certificate from the Kenya Investment Authority (KIA) provided he invests US $ 100 000. The investment and related activities must be beneficial to Kenyans in terms of creating employment, skills upgrading, transfer of technology, foreign exchange and tax revenue generation.

A Certificate of Incorporation or Registration, Memorandum and Articles of Association and Royalty and Management Agreement (in case of joint ventures) must be submitted to KIA.

Trademarks are regulated by the Trade and Service Marks Act, and patents are administered by the Kenya Industrial Property Institute (KIPI).

Legal Business Entity to Use

Business entity to use may be either sole proprietorship, partnership or corporation.

  1. Sole Proprietorship

This is the  less complex structure of business. It involves just one individual who owns and operates the enterprise.

2. Partnership

Involves more than one individual owning and operating the enterprise. Partnership may be general (with liability) and limited partnership (with no liability).

3. Corporation

This type of entity is adopted on a very large scale; it is separate from its owners. It is more complex and costly than most other business structures. It needs fulfilling more regulations and tax requirements.

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For investors looking for technical and legal support in documents preparation, preparation of project proposals, tendering proposals, bidding proposals, feasibility studies, business registration etc… kindly contact Kenpro Team and/ or call Office Tel. +254 202319748.

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