Setting Up a Company in Kenya as a Foreigner

Kenya lets a foreign company in through two doors: incorporate a subsidiary (a Kenyan private limited company you own) or register a branch (your existing company, registered as a foreign company in Kenya). Which door you pick decides whose name is on contracts, who carries liability, and how tax treats you. Here is the decision, the process, and the traps.

Subsidiary or branch

Most investors who plan to hire and trade choose the subsidiary: liability stays local, Kenyan customers contract with a Kenyan company, and there is no obligation to file the parent's accounts in Kenya.

The registration steps (subsidiary)

1. Reserve a name and incorporate through the Business Registration Service on eCitizen. You file the memorandum and articles, details of directors and shareholders, and beneficial-ownership information.
2. Get the company KRA PIN. This is the famous bottleneck: KRA's adopted practice is that at least one director must already hold a personal KRA PIN before the company can be registered for tax. A non-resident director can obtain one, or you appoint a director who has one. Budget time for this step.
3. Open a bank account. Banks will want the certificate of incorporation, the company PIN, and directors' identification. Compliance checks on foreign shareholders add time.
4. Register as an employer - PAYE obligation on the company's iTax profile, NSSF and SHIF employer registrations, and NITA. The full list, with what each levy is, is in hiring employees in Kenya as a foreign company.
5. County licences. A business operating in Nairobi or any other county needs that county's unified business permit for its premises.

For a branch, the equivalent of step 1 is lodging the parent's constitutional documents and the local representative's details with BRS and receiving a Certificate of Compliance; the branch then registers with KRA for its own PIN.

The KenInvest certificate (optional, often worth it)

The Kenya Investment Authority (KenInvest) issues an investment certificate to foreign investors putting in at least USD 100,000 (the equivalent applies in other currencies). It is optional - you can invest without it - but it is designed to smooth the path: it supports entry permits for key staff and helps with the licences the investment needs, and KenInvest aims to decide a complete application within about 10 working days. A 2021 proposal to raise the threshold to USD 500,000 was dropped after stakeholder pushback, so USD 100,000 remains the figure in the Investment Promotion Act.

People: permits and your first hires

• Your own people coming in need permits: typically Class D (employment by a specific employer) or Class G (investor). Citizens of East African Community partner states are treated differently - Kenya's 2025 reforms created a fee-free Class R permit for EAC citizens. Details, fees and the process are in work permits in Kenya.
• Local hires need Employment Act-compliant contracts and statutory deductions from day one. What an employee costs breaks down the employer's side; if you want staff before the entity is ready, an employer of record can bridge the gap.

Traps to avoid

• Assuming the law's silence means no local director is needed. The Companies Act is silent on nationality, but the KRA PIN practice makes a PIN-holding director a de facto requirement. Decide early who that person is.
• Nominee shareholders without paperwork. If you use a local nominee for convenience, document the trust arrangement properly; undocumented nominees are a classic dispute.
• Forgetting beneficial-ownership filings. BRS requires beneficial-owner disclosure at incorporation and when ownership changes; penalties attach to stale filings.
• Sector rules. Banking, insurance, telecoms, mining, aviation and private security all have their own licensing and, in places, local-participation requirements that override the general "100% foreign is fine" position.

How Cazini helps

Once the entity exists, Cazini runs the employment side: job posting and AI screening for your first Kenyan hires, background checks, contracts and employee records, and payroll that calculates PAYE, NSSF, SHIF and the Housing Levy and pays to M-Pesa and bank accounts. See hiring and payroll.

Sources

• Business Registration Service (eCitizen)
• Bowmans: local directorship - not a legal requirement but a practical conundrum - the KRA PIN practice for company registration
• Cliffe Dekker Hofmeyr: Doing business in Kenya (PDF) - subsidiary and branch (Certificate of Compliance) routes
• KRA: the investment certificate - USD 100,000 threshold
• Business Daily: Kenya drops plan to raise minimum capital for foreigners
• Bowmans: 2025 work permit reforms for EAC nationals

Frequently asked questions

Can a foreigner own 100% of a Kenyan company?+

Yes, in most sectors. A private limited company can be wholly foreign-owned, and the Companies Act, 2015 sets no nationality or residency requirement for directors. A few regulated sectors (for example some parts of telecoms, insurance and land-adjacent businesses) have their own local-ownership rules, so check sector law before you commit.

Should I register a subsidiary or a branch in Kenya?+

A subsidiary is a Kenyan private limited company you own; it is its own legal person and is what most investors choose. A branch is your foreign company registered in Kenya under the Companies Act's foreign-companies part; it is the same legal person as the parent, so the parent carries its liabilities, and it must appoint a local representative.

Do I need a Kenyan director to register a company?+

Not in law - the Companies Act requires at least one natural-person director but says nothing about nationality or residence. In practice, KRA's process for issuing the company PIN expects at least one director who already holds a KRA PIN, which is why many foreign owners appoint a local director or get a PIN as a non-resident director first.

What is a KenInvest investment certificate and do I need one?+

It is an optional certificate from the Kenya Investment Authority for foreign investments of at least USD 100,000. You can invest and register a company without one, but it helps with entry permits and licences, and KenInvest aims to decide a complete application within about 10 working days.

How long does it take to set up and hire?+

Name reservation and incorporation on eCitizen commonly take days; the slow parts are the company KRA PIN, a bank account and statutory employer registrations. Plan for several weeks end to end, and see the hiring guide for the registrations you need before the first payroll.