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How to Register a Company Limited by Guarantee(NGO) in Kenya

A Company Limited by Guarantee (CLG) is a type of legal entity used primarily for non-profit organizations, professional associations, and charitable institutions. Unlike regular companies, it does not have shareholders but instead has members who act as guarantors. Here’s how to register a Company Limited by Guarantee in Kenya.

Benefits of a Company Limited by Guarantee

  • Limited Liability – Members’ financial liability is limited to the amount they guarantee.
  • Perpetual Succession – The entity continues to exist even when members change.
  • Non-Profit Status – It is ideal for organizations that reinvest profits into their objectives.
  • Legal Identity – Can own property, enter contracts, and sue or be sued in its name.

Requirements for Registration

  1. Proposed Company Name – Must be unique and approved by the Registrar of Companies.
  2. Objectives of the Company – Clearly defined non-profit objectives.
  3. Minimum of Two Guarantors – Must provide their ID copies and KRA PINs.
  4. Registered Office Address – Physical address, email, and phone number

Step-by-Step Registration Process

1. Name Search and Reservation

  • Submit a name reservation request via the eCitizen portal.
  • Once approved, the name is reserved for 30 days.

2. Application for Registration

  • Fill out the CR1 (Company Registration Form) on eCitizen.
  • Attach the required documents
  • Pay the registration fee of KES 10,650.

3. Review and Approval

  • The Registrar of Companies reviews the application and may request additional information.
  • Upon approval, the Certificate of Incorporation is issued.

Post-Registration Compliance

  • Obtain a KRA PIN – Required for tax compliance.
  • Open a Bank Account – For financial management.
  • File Annual Returns – To maintain compliance with the Companies Act.

FAQs

1. Can a CLG distribute profits to members?
No, all profits must be reinvested into the organization’s objectives.

2. How long does registration take?
The process takes approximately 30 business days, as the director/ members must be vetted.

3. Is a CLG required to pay taxes?
Yes, unless it applies for tax exemption from the Kenya Revenue Authority (KRA).

Need Help Registering Your Company Limited by Guarantee?

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