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How to Convert a Business Name into a Limited Company in Kenya

Converting a business name into a limited company in Kenya offers several benefits, including limited liability protection, better access to financing, and enhanced credibility. Here’s a step-by-step guide on how to make the transition.

Why Convert to a Limited Company?

  • Limited Liability – Protect personal assets from business debts.
  • Better Business Credibility – Attract investors and corporate clients.
  • Easier Access to Financing – Banks and investors prefer registered companies.
  • Business Continuity – A company has perpetual succession.

Requirements for Conversion

  1. Valid Business Name Registration Certificate (Issued by eCitizen).
  2. KRA PIN for the Business Owner(s).
  3. At Least one Directors (Can be the same owner or new partners).
  4. Memorandum & Articles of Association.
  5. Statement of Nominal Share Capital.
  6. CR1, CR2, CR8, and Beneficial Owner Form.

Step-by-Step Process

1. Cessation of Business Name

  • The first step in converting a business name to a limited company is to cease operations under the sole proprietorship or partnership.
  • Inform the Registrar of Companies of the intent to transition to a limited company.
  • Pay a government fee of KES 150 for cessation.

2. Prepare and Submit Registration Documents

  • Prepare the Memorandum & Articles of Association, Statement of Nominal Capital, CR1, CR2, CR8, and Beneficial Owner Form.
  • Submit the details of directors, shareholders, and registered office address.

3. Pay Registration Fees

  • The official government registration fee is KES 10,500.
  • Consultation fees vary depending on the service provider.

4. Obtain Certificate of Incorporation

  • Once approved, the Certificate of Incorporation is issued, confirming the transition to a limited company.

5. Update Tax and Compliance Details

  • Apply for a new KRA PIN for the company.
  • Register for NSSF, NHIF, and Business Permits under the new entity.

FAQs

1. Can I use the same business name?
Yes, if it is still available. Otherwise, you must choose a slightly different variation.

2. How long does the process take?
The entire process takes about 3 working days, depending on document accuracy.

3. Will my tax obligations change?
Yes, the company will have a separate KRA PIN and must file corporate tax returns.

Need Help Converting Your Business?

We specialize in business registration and conversion services in Kenya. Let us handle the process while you focus on growing your company! Contact us today:

📞 +254729842847
📧 Info@blueoceanoutsource.co.ke
🌐 https://blueoceanoutsource.co.ke/