Business Registration
Simplified Practical Guides
Why Register?
Formalization helps you:
- Open a bank account
- Access grants & opportunities
- Improve governance
- Gain legal recognition
- Operate without harassment
Types of Organisations
- Sole Proprietorship
- Partnership
- Private Limited Company
- Community-Based Organisation (CBO)
- Public Benefit Organisation (PBO)
- Self-Help Group
- Co-operative Societies
Types of Organisations
Sole Proprietorship
This is a business owned by and run by one person. It is the simplest form under which one can operate a business. The business and the owner are considered the same, so there is no difference between the owner’s personal and business assets or debts. This type of business is registered as a business name under the Registration of Business Names Act, Cap 499.
Partnership
A partnership is a business where two or more persons come together to carry on business with a view of making profit. The partners execute a Partnership Deed which is the legal document that spells out the terms and conditions of the partnership and relationship amongst themselves.
Company
A company is a voluntary association of persons, whether individuals, corporates or other associations who have come together for purposes of carrying on business. Companies have a separate legal personality from the owners which means that they can buy property in their own name, take debts in their own name, sue and be sued and be responsible for their liabilities.
Community-Based Organisation (CBO)
These are non-profit entities registered to address specific community needs within a certain county.
Public Benefit Organisation (PBO)
There are non-profit entities that operate nationally or interenationally and are registered with the Public Benefits Organizations Authority.
Self-Help Group
This is a group formed when a group of people of the same social and economic backgrounds come together to create opportunities to improve their standards of living.
Co-operative Societies
This is a body of people who get together to voluntarily contribute capital and share the risks of investments in order to achieve and enjoy the benefits.
Step by Step Guide
Business Registration (Sole Proprietor / Partnership / Company)
Steps:
Create an eCitizen account (if you don’t already have one). eCitizen is the single government portal used to access BRS services. - Decide entity type (sole trader, partnership, company). If you want limited liability, choose a Private Limited Company.
- Name search & reservation on BRS — check availability. (Keep 2–3 alternative names.)
- Complete the online forms (Memorandum and articles of association for companies, partnership forms for partnerships). Attach IDs, appointment letters, and addresses.
- Pay statutory fees online (M-Pesa/card/bank via eCitizen). Fees depend on entity type and share capital — consult BRS fee schedule.
- Download certificate(s) (Certificate of Incorporation, CR12 extract etc.). Save Company PIN/TIN and CR number.
Typical timeline: same day to 1–2 weeks (depends on correctness and payment).
Common pitfalls: incorrect ID numbers, mismatched shareholder signatures, missing address — these cause delays.
Where to check / start: eCitizen / Business Registration Service (BRS).
Registering a Community-Based Organisation (CBO) / Self-Help Group (SHG)
Where: County Social Development / Sub-County office (implemented via county social protection or departments for social development). Many County offices provide a CBO registration form and guidance.
Typical steps:
- Founding meeting — agree name; adopt a draft constitution; elect officials (chair, secretary, treasurer).
- Prepare documents — constitution, list of members (IDs), meeting minutes, ID copies of officials, contact address.
- Name search / reservation at the county (some counties allow checks at the County office or eCitizen guidance).
- Submit application to the County Social Development office with supporting documents; pay fee (varies by county — often KSh 1,000–5,000).
- Receive certificate — the County issues a registration certificate or acknowledgment.
Typical timeline: 2–6 weeks.
Red flag: informal “registration agents” charging high fees, always verify at the County office.
Registering a Public Benefit Organisation (PBO)
Where: PBO Regulatory Authority (new statutory authority managing registration and regulation). The PBO Act and Authority govern registration standards and reporting requirements.
Key steps:
- Pre-application readiness — ensure constitution aligns with PBO Act requirements, prepare board details, address, and objectives.
- Name reservation & application through the PBO Authority portal (or follow the Authority’s published process).
- Verification & compliance checks including governance, financial controls, and sometimes physical verification.
- Certificate issuance and ongoing reporting obligations (annual returns, financial audits etc).
Timeline & notes: PBO registration is typically longer and more documentation-heavy than CBOs, plan for several weeks to months.
Advice: get governance documents professionally reviewed where possible.
Registering a Co-operative Society
Where: State Department for Co-operatives (Ministry of Cooperatives / Ushirika portal). The State Department handles name searches, by-laws, and registration.
Steps:
- Feasibility & mobilisation — hold a founding meeting; prepare feasibility/business plan.
- Draft by-laws consistent with the Co-operative Societies Act.
- Minimum members (usually 10) and capital contributions as required.
- Submit application via the Ushirika / co-ops registration portal; pay fees.
- Registration & issuance of certificate and registration number.
Timeline: typically 4–12 weeks; can be longer if additional regulatory checks are required.
Documents Checklist (Should be Downloadable)
- ID copies for founders/officials
- Proof of physical address (utility bill/letter)
- Draft constitution/by-laws (model templates available from BRS / County)
- Minutes of founding meeting (signed)
- Member list with signatures and IDs
- Application forms (BRS, PBO Authority, County CBO forms, Ushirika forms)
- Payment receipt for registration fees
Fees, Timelines & Practical Costs (analysis)
- BRS (companies): fees vary by company type and share capital — check the Companies Registry fee schedule. Same-day online incorporation is often possible when forms are correct. Business Registration Service
- CBOs / SHGs: county fees typically low (KSh 1,000–5,000), plus minor admin time.
- PBOs: longer process; may require compliance improvements (governance/policies) that can incur advisory costs. PBORA Registration
- Co-ops: may require a feasibility study and business plan; expect higher admin time and possible legal support costs. Ushirika
Practical tip: Build a small budget for registration (fees + copy/printing + small legal review), and keep scanned copies of all certificates on file.
Risks & Mitigation (practical legal analysis)
- Risk — Name or identity disputes: Do a thorough name search; reserve alternative names.
- Risk — Poor governance leading to collapse: adopt clear constitution and simple financial controls from the start.
- Risk — Fraudulent title or land claims when a business acquires property: always run company and land due diligence (see Land Rights section).
- Risk — Non-compliance (PBO): stay on top of reporting obligations to avoid penalties; maintain bookkeeping and simple audits.
Common FAQs
Can a CBO open a bank account before registration?
Most banks require a registration certificate. Some allow opening accounts on a letter of introduction but in very exceptional circumstances, it is best to check with the bank.
How long does a company name reservation last?
Typically short (days to weeks): reserve promptly and file forms immediately.
Where can I get templates for constitutions/by-laws?
BRS model articles and county social development offices provide templates.
