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Upgrade Your Sole Proprietor Business In Kenya

How To Upgrade Sole Proprietor To Limited Company

When planning to change your business from sole proprietor to limited company, you need to consider some few things before starting the process.

Here are some of the documents you need to have before starting the upgrading process;

  1. Business Registration Certificate for the existing sole proprietor business.
  2. Copy of ID/Passport for each director. (make sure that you have a copy of both front & back side)
  3. Copy of KRA PIN Certificate for each director.
  4. Passport Photo for each director – make sure it has a clear white background.

Once you have the above document, you will need to submit the following information that will be used to prepare the Memorandum and Article of Association.

  1. Nature of Business – For example real estate, road construction, business consultant, tours & travel.
  2. At least two (2) company directors and maximum of seven (7) company directors. If you have more members, then you can add them as shareholders.
  3. Occupation for each of the director needs to be indicated. For example; engineer, businessman, businesswoman, doctor, civil engineer etc.
  4. Postal address for each of the director. (For example P.O. Box 12345-00100, Nairobi)
  5. Shares allocation – how much ownership will each director have in the company e.g. 60%/40%, 50%/50%.
  6. Situation of Registered Office – Land Reference (LR) Number/Plot Number, Street Name, Town Name, Postal Address (If you are starting your business from home, you will also need to provide those details. You can later update the Form 201 once you acquire business premises for your business.

After collecting the documents and information for preparation of the Memorandum & Article of Association, you will be expected to sign the following documents;

I). Memorandum & Article of Association – This document will contain around 18-25 pages depending on how long your nature of business is. But the pages that will need to be signed are only 6 pages, where all directors are expected to sign next to their names. Scanning or photocopy of signatures is not allowed and Company Registry may disapprove your company registration.

II). Stamp Duty Form (Statement of Nominal Capital) – On this form, you will see the nominal share capital figures which has to match the details on the Memorandum & Article of Association. Only one of the company’s directors can sign this form.

See also: Nominal Share Capital Explained

III). Notice of Situation of Registered Office (Form 201) – This document will contain the location of the business whether the office location or home office location. One of the company’s directors will also be required to sign this document.

IV). Notice of Cessation Form – This is a crucial document that is required to be signed by the sole proprietor alone who will be authorizing the process of winding/closing up the sole proprietor business to pave way for the limited company entity to replace it.

After you have submitted the signed documents, it will be taken for stamp duty and then Company Registry for processing. It can take up to 2 weeks for Company Registrar to process the Certificate of Incorporation depending on their workload.

Once the Company Registry has issued your Certificate of Incorporation together with Memorandum & Article of Association, you will be able to take it to KRA offices to perform data loading. After data loading is done, you can be able to apply for the KRA PIN for your limited company.

See Also: Step by Step Guide For KRA PIN Registration – Limited Company

Are You Ready? Register Your Company Today!

We are excited that you want to register your limited company and we are happy to get everything started so you can start trading soon. Here are the step by step guide on how we will assist you to register your limited company;

Step 1: Pricing Plans

You will need to select which registration package you prefer;

Lite Plan – Ksh. 20,000 – Includes Company Name Search, Certificate of Incorporation, Memorandum, CR12 Letter only.

Premium Plan – Ksh. 40,000 – Includes Company Name Search, Certificate of Incorporation, Memorandum, CR12 Letter, Company KRA PIN, VAT Registration, Tax Compliance Certificate Registration, Lipa Na Mpesa Account Registration, Business Cash Advance Facility, Masterpass QR Registration, Website Design, SSL Certificate for Website, Domain Name (.COM or .CO.KE), Web Hosting (10GB Diskspace), Unlimited Company Email Accounts, Logo Design, Business Card Design, Letterhead Design and Business Consultancy.

Step 2: Requirement Form

Please download and fill this Requirement Form below with your information.

Click on this link to download the Company Registration Requirements Form [Word Version, 3 Pages, Size: 19.7KB]

Step 3: Registration Order

Once you complete your company requirement form, you will need to upload it on the registration order below and submit your order.

Upgrade Business to Limited Company Order

  • Please only fill this registration order if you have your requirements and payment ready to begin your company registration today.
  • MM slash DD slash YYYY
    When to start the registration
  • Drop files here or
    Max. file size: 1 GB.
    • By submitting your order for company registration, you agree to our Terms Of Service

    Here is to your success in upgrading your Sole Proprietor business to Limited Company

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