Private Limited CompanyKenya
What it takes to form, own and run a private limited company in Kenya, and how its profit is taxed. Each figure links to the page it was read from.
This company type
At a glance
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A company is limited by shares if the liability of its members is limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them.
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The membership of a Private Company is restricted to a maximum of 50 members.
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The statement of capital and initial shareholding complies with this subsection if it states—
Form it
Who registers it
- Registry
- Formed without visiting
- Not stated
The registry’s and the law’s own pages do not mention it.
- Formed online
- Yes
What it takes to form
- A notary
- Not required
- A resident director
- Not required
- Paying up the capital
- The statement of capital and initial shareholding must state the amount to be paid up and the amount (if any) unpaid on each share (s.14(2)(d)); each subscriber takes at least one share (s.12(1)(b)).
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(d) the amount to be paid up and the amount (if any) to be unpaid on each share, whether on account of the nominal value of the share or in the form of a premium.
Own it
Who may own and run it
- Directors
- At least 1 · none need live there · a company may be one
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A private company is required to have at least one director
- Shareholders
- At least 1 · at most 50
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The membership of a Private Company is restricted to a maximum of 50 members.
- Members
- At least 1 · at most 50 · one person may form it alone
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The membership of a Private Company is restricted to a maximum of 50 members.
- A local company secretary
- Not required
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A private company is required to have a secretary only if it has a paid up capital of five million shillings or more.
- A local registered agent
- Not required
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A company shall at all times ensure that it has a registered office
Each year, at the registry
- Annual registry fee
- Not stated
The registry’s and the law’s own pages do not mention it.
- Accounts on the public record
- Small exempt
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shall lodge with the Registrar for each financial year a copy of a balance sheet drawn up as at the last day of that year
- Audit for a small company
- Not required
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A company that complies with the conditions of subsection (2) in respect of a financial year is exempt from the requirements of this Act relating to the audit of accounts for that year.
- Audit
- Not in our records
Important dates
When each obligation falls due, as the authority states it.
- Annual return lodged with the Registrar
- Each year, on the anniversary of incorporation
With Registrar of Companies, Business Registration Service
Section 705: made up to the anniversary of incorporation (or of the last return's date) and lodged within 28 days after that date.
- Lodge the financial statement and reports with the Registrar
- 9 months after the end of the accounting period
With Registrar of Companies, Business Registration Service
Section 684(1)(a): nine months after the end of the relevant accounting reference period; a first period longer than twelve months is dealt with in s.684(2).
- Notify the Registrar of an appointment, cessation or change of particulars of a director
- 14 days after change of officers
With Registrar of Companies, Business Registration Service
Section 138(1): within fourteen days after the appointment, cessation or change.
What is public
- Directors
- Public
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any other person on payment of a fee (if any) not exceeding the amount prescribed
- Beneficial owners
- To the authorities only
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any other person on payment of a fee (if any) not exceeding the amount prescribed
Tax
Tax on profit
How this company type is taxed, which can differ from its place’s headline rate.
Flat · 30%+1 regime
Resident companies are taxed at 30%.
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Resident Companies are taxed at a rate of 30%.
Work it out on a profit figure: the company’s tax, the owner’s, and what is left.
Special regimes that may apply
- Export Processing Zone enterprise corporation tax exemption free zone · 100% exempt
Export Processing Zone enterprises which do not engage in any commercial activities Income Tax Act (Cap. 470) as administered by the Kenya Revenue Authority, read with the Export Processing Zones Act
Whether a company qualifies depends on its activity and conditions set in each statute.
- CFC rules in Kenya
- Not in our records
Close it
Closing it
The other end, which most guides leave out.
- Route
- Striking off on the company's application: the directors (or a majority) apply to the Registrar, who may strike the name off the Register after three months from the Gazette notice, and the company is dissolved on publication of the striking-off notice (Companies Act 2015 s.897); directors' and members' liability continues (s.897(6)).
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On application by a company, the Registrar may strike the name of the company off the Register.
- Statutory fee
- KES 4,000
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Dissolution of Companies Kshs 4,000 Resolution of Company and CR 18 & 19 Letter of Confirmation 90 days
Every business in Kenya
VAT
- The tax
- Value Added Tax (VAT)
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VAT is an indirect tax that is paid by the person who consumes taxable goods and taxable services supplied in Kenya and/or imported into Kenya.
- Standard rate
- 16%
The 8% rate that applied to certain petroleum products was deleted by the Finance Act, 2023, leaving the 16% general rate and the 0% zero rate.
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There are two (2) tax rates:- 16% (General rate) – this rate applies to all taxable goods and taxable services other than zero-rated supplies.
- Other rates
- 0% Specific supplies listed in the Second Schedule to the VAT Act, 2013 (zero-rated supplies)
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0% (Zero-rate) – this rate applies to specific supplies listed in the Second Schedule to the VAT Act, 2013.
- Registration threshold
- KES 5,000,000
taxable goods and taxable services supplied; in a year
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Any person supplying or who expects to supply taxable goods and taxable services with a value of Kshs 5 Million or more in a year is required to register for VAT.
- A foreign company
- Registers from its first taxable supply
A non-resident making supplies in Kenya over the internet, an electronic network or a digital marketplace must register whether or not the taxable supplies meet the KES 5 million threshold, under a simplified registration and filing system; KRA's page names no representative requirement.
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Non-resident persons making supplies in Kenya over the internet or an electronic network or through a digital marketplace are required to register for VAT whether or not the taxable supplies meet the annual turnover threshold of KES 5 million.
- Returns filed
- Monthly
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VAT is due on or before the 20 th day of the following month. This includes both the return and payment.
- Tax authority
- Registration page read 2026-10-22
Payment and banking services
1 service names Kenya on its own list: Stripe. Each provider, and what a listing means.
Reference
Its name and code
- Kind
- Private limited companyDerived our grouping, the same words in every country
- Name in law
- Private Limited Company
- Identifier
- KE-PRIVATE-LIMITEDA form ISO 20275 does not list.