Section 7 of the Kenyan Companies Act 2015 states that a company is a Company Limited by Guarantee if;
1. It does not have a share capital;
2. The liability of its members is limited by the company’s articles to the amount that the members undertake, by those articles, to contribute to the assets of the company in the event of its liquidation; and
3. Its certificate of incorporation states that it is a company limited by guarantee.’.
2 WHAT DO YOU REQUIRE TO REGISTER A COMPANY LIMITED BY GUARANTEE.
1. Proposed names of the company.
2. Objectives of the company (must be charitable in nature).
3. Registered office and Postal Address of the company (including LR Number).
4. Copy of National Identity Card Numbers or Passports of directors and members.
5. Nationality of Directors and members.
6. Recent coloured passport photos of the directors and members
7. KRA PIN Certificate of the directors and members.
8. Notification of directors’ residential address (Form CR8).
9. Particulars of directors, personal information, occupation, and contacts.
3 PROCEDURE FOR REGISTRATION OF A COMPANY LIMITED BY GUARANTEE.
1. Name search and reservation, with the One Step business registration process introduced and adopted by the Registrars of Companies. 1.1. Requires submission of least 3 names in order of priority to avoid double registration.
2. A duly filled Form CR 1. 2.1. which is an application form used for the registration of either a Limited company, Unlimited company or a company limited by guarantee.
3. Drafting of the Memorandum and Articles of Association of the company. 3.1. Statement of Guarantee. 3.1.1. This shows that in the event that the company is liquidated, the members undertake to contribute to the assets of the company such amount as may be required under the articles of association of the company for paying the debts and liabilities of the company, paying the cost, charges and expenses of liquidation and adjusting the rights of the contributors among themselves.
4. Review and Approval at the Companies Registry. 4.1. Upon signing of the registration documents, the Registrar of Companies reviews the application to confirm the authenticity of the information provided.
5. Vetting by the Office of the Director of National Intelligence. 5.1. The documents are thereafter forwarded to the director of National Intelligence Services for further investigation which takes approximately 6-12 months.
5.2. Once it’s approved the documents are forwarded back to the Companies Registry for registration completion.
6. Registration and Issue of a Certificate of Incorporation. 6.1. Upon completion of the process the Registrar of Companies issues a Certificate of Incorporation which must be displayed at the registered office.
Timeline and Registration The process takes approximately 6-12 months.
Upon successful registration, the following documents shall be issued:
1. Certificate of Incorporation.
2. Form CR-12 (Contains all details of the company).
3. KRA Pin.
4. A license pursuant to Section 55 of the Companies Act 2015. 4.1. To operate as a Company limited by Guarantee.
NOTE: If the persons registering a company limited by guarantee wish to dispense with the word ‘LIMITED’ in the name of the company they can do so by making an application for exemption to the Registrar General.
