Limited Liability Company (LLC) in Kenya
A Limited Liability Company (LLC) is one of the most popular and widely used business structures in Kenya, especially for medium to large-scale businesses. An LLC provides limited liability protection to its owners (shareholders), meaning that their personal assets are not at risk in case the company incurs debts or legal liabilities. A Limited Liability Company is an ideal structure for businesses that need to grow, protect the owners' personal assets, and seek external funding. Although more complex to set up and manage, it provides significant advantages, particularly in terms of liability protection and long-term sustainability.
The company is a separate legal entity from its owners and can enter into contracts, sue, or be sued independently.

Key Features of an LLC
Steps to Set Up a Limited Liability Company in Kenya
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Choose a Business Name:
- Choose a unique name for your company, ensuring it reflects the nature of your business.
- Name Search and Reservation: Check for the availability of your chosen name using the eCitizen platform (Business Registration Services - BRS). Name reservations typically last 30 days.
- Ensure that the name complies with Kenyan regulations and does not infringe on trademarks.
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Draft the Memorandum and Articles of Association
- Memorandum of Association: Defines the company's objectives, purpose, and powers. Must be signed by the shareholders.
- Articles of Association: Outlines the internal management structure, rules, and operational processes, including the rights and duties of shareholders, directors, and officers.
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Register the Company
- Complete the Registration Forms: Use the eCitizen platform to complete necessary registration forms (e.g., CR1 form for company registration, CR2 form for details of company directors and secretaries).
- Appoint at least one director and one company secretary. The director(s) can be local or foreign, but at least one must be a Kenyan resident.
- The minimum required share capital for registering an LLC in Kenya is Ksh 1, but higher capital may be required depending on the nature of the business.
- Submit the Documents: After completing the forms, submit them online along with the required documents:
- Proof of identification (e.g., passport, national ID).
- A copy of the name reservation certificate.
- A copy of the Memorandum and Articles of Association.
- Proof of the business address (e.g., lease agreement, utility bill).
Once your application is approved, you will receive a Certificate of Incorporation, which legally establishes your company as a separate entity.
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Apply for a KRA PIN
- Register for a Kenya Revenue Authority (KRA) PIN for your company on the iTax portal. This will enable you to file tax returns and pay taxes.
- Your company will be required to file corporate taxes on its profits, including VAT, PAYE (if employing staff), and other applicable taxes.
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Open a Business Bank Account
- Open a corporate bank account in the company’s name. This will be used to deposit business income and pay expenses.
- Required documents for opening the account include the Certificate of Incorporation, KRA PIN, company registration forms, and identification documents for the directors and shareholders.
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Apply for a Single Business Permit
- Obtain a Single Business Permit from the local county government where your business is located. This is a mandatory requirement for legally operating a business in Kenya.
- The cost of the permit depends on the business type, size, and location. Ensure it is renewed annually.
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Register for NHIF and NSSF (If Hiring Employees)
- If your company plans to hire employees, you must register with the National Social Security Fund (NSSF) and National Hospital Insurance Fund (NHIF) to ensure compliance with Kenyan labor laws.
- Both NSSF and NHIF contributions are mandatory and should be deducted from employee salaries.
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Register for VAT (If Applicable)
- If your company’s annual taxable income exceeds Ksh 5 million, you are required to register for Value Added Tax (VAT) with the KRA.
- You can register for VAT through the iTax portal and receive a VAT certificate.
Understanding Limited Liability Companies (LLCs) in Kenya
Advantages of a Limited Liability Company
- Limited Liability: Shareholders are not personally liable for the company’s debts beyond their capital contributions.
- Separate Legal Entity: The company can own property, enter into contracts, and conduct business independently of its shareholders.
- Access to Capital: LLCs can raise capital through the sale of shares, making it easier to secure funding for growth and expansion.
- Perpetual Succession: The company continues to exist even if shareholders or directors change, providing stability.
- Tax Benefits: Companies may benefit from certain tax advantages and deductions available to incorporated entities.
Disadvantages of a Limited Liability Company
- Cost of Setup and Maintenance: Setting up and maintaining an LLC involves more paperwork, legal fees, and administrative costs compared to other business structures like sole proprietorships or partnerships.
- Regulatory Compliance: LLCs are subject to more stringent regulatory requirements, such as holding annual general meetings (AGMs), maintaining proper company records, and filing annual returns with the Registrar of Companies.
- Double Taxation: While the company pays tax on its profits, shareholders are also taxed on the dividends they receive, which can result in double taxation.
- Complexity in Decision-Making: Decision-making can become complex, especially if there are many shareholders, as decisions may require consensus or a vote.
Types of Limited Liability Companies in Kenya
- Private Limited Company (Ltd.): The most common form of LLC in Kenya. It has a limited number of shareholders (up to 50) and shares cannot be traded publicly.
- Public Limited Company (PLC): A larger company with more than 50 shareholders. It can offer shares to the public and may list on the Nairobi Securities Exchange (NSE). This structure is ideal for companies seeking to raise capital through public investments.
Ongoing Compliance
- File Annual Returns: Every year, you must file annual returns with the Registrar of Companies to update information about the company’s directors and shareholders.
- Tax Compliance: Regularly file corporate tax returns with KRA, including VAT, corporate income tax, and PAYE (if applicable).
- Hold AGMs: Private limited companies are required to hold Annual General Meetings (AGMs) where shareholders can review the company’s performance and make key decisions.
- Maintain Proper Records: Keep proper financial and operational records, including minutes from board meetings, financial statements, and tax documents, to comply with the law.
Companies Limited by Shares
A company limited by shares is a business entity where the liability of its members is limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them. There are two types of companies limited by shares:
- Public companies limited by shares: Must have a minimum of 7 members but there is no statutorily prescribed maximum number of persons.
- Private companies limited by shares: A private company must have a minimum of 2 and a maximum of 50 members. Private companies enjoy a number of privileges including an exemption from the requirement to file annual accounts at the Companies Registry.
Companies Limited by Guarantee
A company limited by guarantee is a business entity where the liability of its members is limited by the memorandum where they may undertake to contribute to the assets of the company in the event of its being wound up while one is a member, or within one year after one ceases to be a member, for payment of the debts and liabilities of the company contracted before they cease being a member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount. It may also be used for registration of charitable and not-for-profit organizations. The Companies Act, 2015 allows companies limited by guarantee without share capital to be established.