A Foreign Company is a Company registered outside Kenya, under the laws of that country and given compliance under Kenyan Law to do Business in Kenya. A Company that wants to register as a Foreign Company in Kenya is required to do so following the guidelines set out in the Company’s Act, 2015. The application is to be made to the Registrar of Companies accompanied by the required documents and the prescribed fee. This is done online through the e-citizen portal

After lodging the documents with the Registrar of Companies, the Registrar will process the application and upon approval issue the Foreign Company with a special company number that will act as its Identification number and a Certificate of Compliance to show that it is duly registered.

It is important to note that the Registrar of Companies will only register a Foreign Company that has appointed at least one Local Representative, whose main role is to ensure that the Foreign Company is compliant with all the statutory requirements relating to its operation in Kenya and to notify the Registrar of Companies of certain events affecting the Company.

Some of the statutory requirements that A Foreign Company is bound to comply with include but are not limited to:

• A registered foreign company shall not carry on business at a place in Kenya unless the company has lodged with the Registrar for registration a notice containing the prescribed particulars of that place.
• Shall establish and maintain a registered office in Kenya to which all communications and notices may be addressed.
• Shall paint or affix and keep painted or affixed, in a conspicuous position and in letters easily legible, on the outside of every office and place (including its registered office) that is in Kenya, at which its business is carried on and that is open and accessible to the public
• Shall state its name and other specified information in prescribed classes of documents and communications relating to its business in Kenya
• A registered foreign company shall, at least once in every calendar year and at intervals of not more than fifteen months, lodge a copy of its financial statement made up to the end of its last financial year, in such form and containing such particulars, and including copies of such documents, as the company is required to prepare by the law for the time being applicable to that company in its place of origin, together with a statement in writing, supported by a statutory declaration, verifying that the copies are true copies of the documents so required.

Company registration is done online through the e-citizen portal. Foreigners wishing to register a company are required to register with the e-citizen portal and proceed to obtain the company registration documents. Upon registration, they are required to obtain a company PIN and register for NSSF and NHIF.

Section 983 of the Companies Act provides that a foreign company must ensure that a local representative of the company is present at all times when the office is open. Essentially, this means that the local representative must have residency in Kenya and indeed must be a holder of a valid work permit. The local representative therefore exposes him or herself to potential risks of non-compliance by the foreign company.

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