PARTNERSHIP DEED DOCUMENTATION

1. What is incorporation?

Incorporation is the process by which a new or existing business registers as a company. A business cannot be registered as a company unless it has been incorporated and registered at the Companies Registry under the Companies Act, 2015.

2. Who can incorporate a company?

One or more legal persons (which includes individuals, companies, government owned entities, non-profit organizations and other legal persons excluding an unincorporated Trust) can form a company by subscribing their names to a memorandum of association.

3. Which types of companies are available?

There are five types of companies:

• Private company limited by shares: This type of company has share capital and the liability of each member is limited to the amount, if any, unpaid on their shares. A private company cannot offer its shares for sale to the general public and may not have more than fifty (50) members.
• Unlimited company: This type of company has no limit on the liability of its members.
• Public limited company: A public company has share capital and limits the liability of each member to the amount unpaid on their shares. It may offer its shares for sale to the general public and may be listed at the securities
• Company limited by guarantee: This type of company does not have share capital and its members are guarantors rather than shareholders. The liability of members is limited to the amount they agree to contribute to the company’s assets if it is liquidated.
• Foreign Companies: This type of a Company is a Branch of a Company registered outside of Kenya, that has established a place of business in Kenya (For more details, see PN/07 – Foreign Companies).