Procedures after setting up a company in Kenya

Obtaining a Certificate of Incorporation in Kenya is an important milestone – the legal official birth of the business. However, in order for the company to operate effectively and develop in the Kenyan market, the implementation of procedures after the re-establishment period is equally important, even decisive for its long-term success. Viet An Law would like to guide you through some of the following procedures for establishing a company in Kenya through the article below.

Procedures for registering a tax identification number after setting up a company in Kenya

After receiving a Certificate of Incorporation from the Kenya Business Registry, one of the important post-incorporation procedures is to proceed with the registration of a separate Taxpayer Identification Number for your company, commonly known as a Company KRA PIN (Kenya Revenue Authority Personal Identification Number).

This tax identification number is issued by the Kenya Revenue Authority (KRA). Similar to the personal tax identification number (KRA PIN) that directors and shareholders need to have. These tax obligations include but are not limited to:

• Pay annual corporate income tax based on the company’s profits.
• Register and declare Value Added Tax (VAT) if the company’s revenue exceeds the prescribed threshold.
• Make a withholding tax deduction (Withholding Tax) on certain payments (e.g., rent, professional service fees) and remit it to the KRA.
• Apply for and contribute to social insurance and other taxes related to workers (PAYE – Pay As You Earn).
• Carry out activities related to import and export.

Currently, the procedure for registering a company tax identification number is carried out through the iTax portal of KRA. The iTax Portal is the official electronic platform of the Kenya Tax Authority with the following link: https://itax.kra.go.ke/KRA-Portal/ allows taxpayers to perform a variety of tax services online, including registering for a new tax identification number, filing taxes and paying taxes.

Procedures for registering a social security fund after setting up a company in Kenya

Registration with the NSSF is legally mandatory for all employers in Kenya who employ employees. The NSSF Act clearly sets out the responsibility of employers to register their businesses and all their employees with this fund. Compliance with this regulation is not only a legal obligation but also contributes to the country’s general social security system and ensures the basic rights of employees of the enterprise itself.

After successful registration, the employer is responsible for making monthly contributions to the NSSF at the rate prescribed by law. This donation consists of two parts:

• Employer’s contribution: The amount that the company contributes directly from its fund.
• Employee contribution: The amount that the company is responsible for deducting from the employee’s monthly salary before payment and remitting it together with the employer’s contribution to the NSSF.

The process of registering with the NSSF can be found on the homepage https://www.nssf.or.ke/ However, the procedure usually requires the employer to fill out the application forms provided by the NSSF and submit them with supporting documents such as the Certificate of Incorporation, the company’s KRA, PIN, and details of the employees employed.

Some of the following obligations after setting up a company in Kenya

Submission of Annual Declaration

Once your company has been incorporated and operational in Kenya, one of the mandatory periodic legal compliance obligations is the submission of Annual Returns to the Business Registration Service (BRS), which manages the registration of companies in Kenya. This is a report that summarizes the latest information about the status and structure of the company in the past fiscal year. The filing of the Annual Declaration is mandatory under the Kenya Companies Act. Annual Declaration dossiers must be filed annually. The specific deadline for filing is after a certain period of time from the date the company is incorporated or from the date of filing the Annual Declaration of the previous year. Generally, Private Limited companies in Kenya have a period of 6 months from the end of the financial year (or the anniversary date if there is no clear financial year) to file this report.

The Annual Declaration requires the provision of detailed and updated information about the company, including:

• Basic information of the company: Name, registration number, address of the registered office.
• Details of the directors: Full names, contact addresses, nationalities, occupations, and other relevant information of all current directors.
• Details of the company secretary (if any): The same information as for the director.
• Information about shareholders and share capital structure: List of current shareholders, number of shares each holder, type of shares and total issued share capital.
• Beneficial Owners Information: Updates information about the individuals who ultimately have significant control over the company.
• Company Operational Status: Confirm whether the company is operating or not.

Currently, the filing of Annual Declarations for companies in Kenya is mainly done online through the Business Registration Authority’s portal integrated with the eCitizen portal).

Some taxes must be declared after setting up a company in Kenya