Setting Up a Branch in Kenya: What Foreign Companies Need to Know

Under Section 974 of the Companies Act, 2015, a foreign company must not carry on business in Kenya unless it is registered — and doing so anyway is not a paperwork technicality to sort out later. Registration should happen before, or at the very start of, operations, not after.

Branch or subsidiary?

A foreign company can enter Kenya either as a branch — an extension of the parent company, with no separate legal identity, meaning the parent bears full liability for the branch's actions — or a subsidiary, a distinct Kenyan-incorporated company, typically wholly or majority owned by the foreign parent. A branch is generally faster to set up and wind down; a subsidiary offers a clean legal separation and ring-fenced liability. Which suits you depends on your risk appetite, tax planning, and how permanent your Kenyan presence is meant to be.

What branch registration requires

• A name search and reservation — a foreign company may trade in Kenya under an alternative local name if it prefers
• Certified (and where required, apostilled or notarised) copies of the company's certificate of incorporation and constitutional documents from its home jurisdiction, translated into English where necessary
• Details of directors and shareholders
• A registered office in Kenya, kept open during business hours
• At least one local representative resident in Kenya — who can be a Kenyan citizen or a foreign resident — responsible for compliance and personally liable for penalties if the branch fails to comply with the Act

Once approved, the Registrar issues a Certificate of Compliance — the branch equivalent of a Certificate of Incorporation.

What comes after registration

A registered branch must obtain a KRA PIN, register for the taxes that apply to its activities (corporate tax, VAT where turnover requires it, PAYE once it has employees), register with NSSF and SHIF for any staff, and file audited financial statements with the Registrar annually. Any change to directors, the registered office, or the local representative must be notified to the Registrar, generally within strict, short deadlines.

Immigration for expatriate staff

Branch registration itself does not authorise foreign nationals to work in Kenya. Expatriate employees typically need a Class D work permit, and their immediate family may need a Kenya Dependant's Pass — immigration planning that should run in parallel with, not after, business registration.

The cost of getting this wrong

Operating in Kenya without proper registration exposes the parent company to significant statutory fines, and can complicate banking, contract enforcement, and licensing down the line — problems considerably harder to unwind after the fact than to avoid at the outset.

Where we come in

We advise foreign companies on the branch-versus-subsidiary decision, handle the full registration process including document certification requirements, act as local representative where needed, and coordinate the tax, employment, and immigration setup that follows registration — so a Kenyan entry is compliant from day one, not corrected six months in.

This article is general information, not legal advice, and reflects the law as it currently stands. Rates, fees, and procedures are subject to change.