Summary Of The Draft Companies (foreign Companies) Regulations 2024

INTRODUCTION  

The Draft Companies (Foreign Companies) Regulations, 2024, provides a detailed framework for the registration, operation, and compliance requirements for foreign companies wishing to set up business in Kenya. Over time, Kenya has made significant strides in digitizing government services, including the process of registering foreign companies. The Companies Registry, under the Business Registration Service, moved towards online applications for registration.   

KEY PROVISIONS  

1. Registration Requirements  

• Foreign companies must apply for registration using Form FC-1 and pay the prescribed fees, pursuant to Section 975 of the Companies Act.  
• Required documents for registration include a notarized copy of the company’s certificate of incorporation, constitution (with English translation if necessary), and detailed information about the directors and shareholders.  
• A notice of the foreign company’s registered office hours in Kenya must be submitted (Form FC-4).  
• A certificate of compliance on registration will be issued, stating the company's name and country of origin.  

2. Name Registration  

• If a foreign company's original name is unavailable or a different name is desired, registration under an alternative name is permitted (Form FC-2).  

3. Local Representative Appointment  

• Foreign companies must appoint a local representative who is a Kenyan citizen or a foreign resident with permanent residence in Kenya, providing personal details and a letter of appointment.  

4. Notices and Changes  

• Notices of cessation of the local representative, change in directorship, amendments to the constitution or articles, and changes in address or business closure must be duly filed with the Registrar along with the respective prescribed forms.  

5. Charges and Securities  

• The creation of charges by foreign companies must comply with the provisions of Part XXXII of the Companies Act, with specific details provided for the registration of such charges in Kenya.  

6. Cessation and Dissolution  

• Notices of cessation of business in Kenya or dissolution/deregistration in the place of origin must be filed within one (1) month after ceasing to carry on business, accompanied by the prescribed form and fees.  

Conclusion  

The Draft Companies (Foreign Companies) Regulations, 2024, enable foreign companies to seamlessly conduct business operations within Kenya which is a good initiative.  

How we can help   

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

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