Setting Up A Branch Of A Foreign Llp In Kenya

As one of the top emerging markets to invest in, Kenya has many great opportunities for businesses wishing to gain entry into the market. Consequently, a Limited Liability Partnership (LLP) which is incorporated outside Kenya and looking to set up business in Kenya can do so by registering a branch in Kenya. The main law governing this is the Limited Liability Partnership Act, 2011.  

It is important to note that an LLP is a body corporate with perpetual succession meaning that it has capacity to sue or be sued as well as hold property in its name. 

Steps and Requirements 

1. First, the foreign LLP should apply to the Registrar of Companies for a name reservation. The name used should be the same as the registered name of the foreign LLP unless it is already in use or reserved in Kenya. 

2. The foreign LLP will then appoint at least one individual who is either a permanent resident in Kenya or a Kenyan citizen and has consented to act as the local representative of the foreign branch in Kenya.  The representative will be responsible for receiving official notices, communication and documents on behalf of the branch. The local representative will also be responsible for the LLP's compliance with Kenyan laws. 

3. The foreign LLP must have a registered physical office address in Kenya, which will be used as the official address for the branch.  

4. Submission of notarized copies of the LLP's incorporation certificate from its original jurisdiction, the LLP Deed, a list of partners and managers, and a list of beneficial owners. To read more on notarising of foreign documents please see our article here. 

5. Obtain the necessary tax registrations and compliances. If the LLP has employees, it must sign up for the PAYE obligation. If it deals with vatable goods and services and the threshold set in law of a turnover of KShs. 5 million is met, it must register for the VAT obligation. 

6. Depending on the nature of the business, specific sector licenses and permits must be sought from the relevant authorities. This means that due diligence has to be conducted before setting up the branch. 

7. Work Permits: If the LLP intends to have foreign partners or employees working in Kenya, the appropriate work permits will need to be obtained from the Directorate of Immigration Services. To read more on obtaining work permits for expatriate employees please see our article here. 

Conclusion 

It is imperative for a foreign LLP wishing to establish branch operations in Kenya to comply with the required regulations for seamless entry and operation. 

The Corporate and Commercial Business Unit at CM Advocates LLP is well versed in matters relating to business set up advisory and registration, regulatory compliance, corporate restructuring, corporate governance, contract drafting and review. 

We can assist you procure a registered office for your business and guide you in setting up issues including licensing, staffing and legal compliance. We also offer tax advisory services and procure the relevant work permits for the non-Kenyans and expatriate employees as well as their dependants. We take care of your regulatory and compliance issues in a constantly changing regulatory environment so that your business can focus on its substantive activities. 

Should you have any questions on this or any other matter, please do not hesitate to contact the team @commercial@cmadvocates.com or the author - Maureen Odongo on modongo@cmadvocates.com