CONDITIONS & RESPONSIBILITIES OF FOREIGN COMPANIES REGISTERED IN KENYA

The Companies Act No. 17 of 2015 imposes a number of responsibilities on foreign companies intending to be registered or registered in Kenya. Below is an overview of some of the conditions and responsibilities of foreign companies under the Companies Act:

1. A foreign company is prohibited from carrying on business in Kenya unless it is registered under the Companies Act, No. 17 of 2015.
2. A foreign company must establish and maintain a registered office in Kenya and may only operate and/or carry-on business at that office in Kenya that has been notified to the Registrar.
3. A foreign company may not be registered in Kenya unless it has at least one local representative. A local representative may be any person of the company’s choice but must be resident in Kenya. A local representative is always required to be present at the registered office of the company in Kenya when the office is open.
4. A Local representative is responsible for ensuring compliance by the company of all requirements under the Companies Act and may be personally liable for any penalty imposed on the company for contravention of or non-compliance with the Act.
5. It is an offense for a foreign company to carry on business in Kenya for more than 21 days without a local representative.
6. A foreign company need not to have a local citizen as a shareholder for it to be registered in Kenya.
7. All foreign companies are required to file audited financial statements with the Companies Registry. The financial statements must be filed together with a statement supported by a statutory declaration verifying that the copies are true copies of the financial statements of the Parent Company.

A foreign company must notify the Registrar of any changes to the original information delivered for registration as and when the changes occur. This includes changes to:

1. its constitution (or any other document lodged in relation to the company).
2. its directors or their particulars e.g., addresses.
3. the extent of the powers of directors in Kenya to represent the company.
4. its local representative(s) or their name/address.
5. the location in its place of origin or its registered office or, where it has no such registered office, its principal place of business.
6. the location of its place of business in Kenya

NOTE: The above changes must be notified within one month (30 days) of the occurrence of the relevant change using Form FC7.

A registered foreign company must also notify the Registrar of the following:

1. the particulars of the place in Kenya it proposes to carry on business other than the registered office (prior to carrying on business at that place using Form FC4).
2. the opening hours of the registered office in Kenya using Form FC6.
3. a change in location of the registered office in Kenya or a change in the opening hours (within 7 days of such change using Form FC5)
4. the closure of a place of business in Kenya (within 21 days of such closure using form FC8).

Note: A company is deemed to have closed a place of business if it does not carry-on business there for a continuous period of 6 months.

Other obligations of a company’s local representative:

1. within one month of the company ceasing to carry on business in Kenya, to notify the Registrar of that fact using Form FC9.
2. within one month of the company being dissolved or de-registered in its place of origin, notify the Registrar of that fact using Form FC10.
3. within one month of commencement of liquidation proceedings in its place of origin, notify the Registrar of that fact.
4. As soon as practically possible, notify the Registrar when a liquidator is appointed over the parent company.

At A.O.WANGA ADVOCATES we are happy to assist you with all your foreign company registration or changes in Kenya.

For more info contact us on info@aowangaadvocates.com or +254794600191

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