TYPES OF COMPANIES
i. Statutory;
1. capital is raised by borrowing guaranteed by treasury,
2. When it is indebted it can be sued, and even its property attached
3. But it cannot be wound up for indebtedness.
ii. State corporations (parastatals)
iii. Registered companies.
N/B-one natural person may incorporate a company
Types of Registered Companies
a) LIMITED COMPANIES.
· Section 5 to 10 of CA a company is a limited company if it is limited by shares or by guarantee.
· Section 6 provides that a company is limited by shares if the liability of its members is limited by the company’s articles to any amount unpaid on the shares held by the members.
· The members in these companies contribute money into a joint stock (capital) and share profits arising from the venture
· The proportion of the capital to which each member is entitled is his shares. The liability of the members for the debts of the company is limited to the extent that they have contributed.
· suitable companies for industry and commerce because they raise their working funds
b) UNLIMITED COMPANY
Section 8
· there being no limit on the liability of its members
· its certificate of incorporation states that the liability of its members is unlimited
DOCUMENTS NECESSARY FOR REGISTRATION OF COMPANIES
A person who wishes to register a company is required to lodge with the Registrar of Companies ;
A. section 13(1)(a). an application for registration of the company,
must state ;
i. the name of the company,
ii. the proposed locationof the registered office of the company
iii. whether the liability of the members is to be limited, and if so whether by shares or guarantee, and
iv. whether the company is a private or public company.
v. Section 14a statement of capital and initial shareholding where the company is to have a share capital.
· Must state the number of shares to be taken on formation by the subscribers to the memorandum and articles.
· the aggregate nominal value of the shares
· for each class of shares, the particulars of the rights attached to the shares
· the amount to be paid up, and the amount to be unpaid for each share
vi. if it is a company that is to be limited by guarantee, a statement of guarantee; and (iii) a statement of the company’s proposed officers.
vii. a statement of the company’s proposed officers ;first directors, first secretaries or joint secretaries(public co); authorized signatory of the company.
B. s. 13(1)(b). A memorandum of association of the company
must state that ;
i) the subscribers wish to form a company under the Act,
ii) and agree to become members of the company.
iii) in the case of a company that is to have a share capital, to take at least one share each
iv) s.12must also be in the prescribed form, and
v) s.12 (2)authenticated by each subscriber
C. section 13(1)(c) a copy of the articles of association
s.21When articles are not registered, the relevant model is deemed to form part of the company’s articles.
Articles are required to be contained in a single document, be printed, and divided into paragraphs numbered consecutively, dated and signed by each subscriber
Section 17 provides that when the Registrar is satisfied that the application complies with the requirements of the Act he registers the company
The Registrar then issues a certificate of incorporation signed by him and authenticated by the official seal.
Requirements for Company & Branch Registration in Kenya
There are three ways for you can register your entity,
· one as an independent limited company, or
· as a Subsidiary of your Company registered in Kenya or
· any other Jurisdiction or as a Branch Company registered in another Jurisdiction
Registering a limited Company (LLC) / Subsidiary
The requirements for registering a Limited Company (LLC) / Subsidiary include the following,
The new procedures now allow a single person to register a limited Company as a Foreigner; this means you do not need a Kenyan director to co-own the company with you. You can own the company solely.
Next is to conduct a Name Search to ensure that the name is available for registration.
· Copy of your valid Travel Passport or Kenyan ID Card
· Passport size Photo
· Telephone Number, Physical, email and Postal Addresses of the Directors and Shareholders
· Occupation of the Shareholders and Directors
· Shares apportionment percentage in case the company has More than 1 Director.
Once you have all the requirements proceed and fill in the CR1, CR2, CR8 and the statement of nominal capital, which you are required to sign. If the process is successful you will be issued with a Certificate of Incorporation and CR12.
You shall then process the Company PIN and also open Company Bank account.
Registering a Branch Company
Requirements for Registering a Branch Company includes the following;
A Branch Company is an Entity that is not any Different from the Parent Company with a Name and Activities Exactly as the Parent Company and its Liabilities extends to the Parent Company. In Short, A branch is just an Extension of the Parent Company.
The process of Registration is similar to the limited Company mentioned above however you would need to avail the following documentations:
· Certified copies of the parent Company’s Certificate of Incorporation
· Certified copies of the Charter, Statutes or Memorandum and Articles of Association of the parent Company
· List of the Directors of the Parent Company giving the following particulars: Full Names, Postal address, Nationality, and Business Occupation
· Name(s) and Postal Address of one or more persons resident in Kenya authorized to accept service on behalf of the company.
· The full address of the Registered or Principal office of the parent company.
· The full address of the place of business in Kenya.
If the process is successful you will be issued with a Compliance Certificate.
Thereafter, process the Company PIN And also open Company Bank account.
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