A company limited by guarantee is a specific legal structure that does not have any shares or shareholders (like the more common limited by shares structure) but is owned by guarantors who agree to pay a set amount of money towards company debts.
Furthermore, there will generally be no profits distributed to the guarantors as they will instead be re-invested to help promote the non-profit objectives of the company.
Unlike a traditional for-profit company, this type of company does not have shareholders or share capital. Instead, it is typically established by individuals who act as guarantors, committing to contribute a nominal amount (often a symbolic sum like Ksh 100) in the event that the company is wound up.
Requirements for registration of a company limited by guarantee in Kenya.
To register a company limited by guarantee you require the following:
- 3 Proposed names of company in order of preference.
- Objectives of the company.
- Names of the Directors of the company.
- Residential Address of the Directors
- A Memorandum/Constitution of company.
- Contact information of the directors of the company ie. – Email address, Telephone number, postal address and residential addresses.
- National ID or Passport bio data and passport photographs of directors..
- Proposed physical address of the company.
Timeline for registration
Both Kenyans and Foreign nationals may freely register a company limited by guarantee in Kenya. It is important to note that foreigners will need a local citizen as either the secretary or a director in order for the company to be registered. Also of note is that all applications for registration of a company limited by guarantee usually go through a vetting process by the National Intelligence Service.
Generally, a company limited by guarantee may take between 4 to 6 months to be registered, following which a certificate of Incorporation is issued.
Costs
The cumulative filing cost of registering a company limited by guarantee in Kenya is Ksh 10,650.00 excluding legal fee and disbursements.
Procedure of incorporation
Registration of a company limited by guarantee is done on Business Registration Service Portal accessible through the eCitizen platform.
Post registration requirements
- Holding of Board & Annual General meetings to approve and adopt audited report and accounts respectively.
- Preparation and filing of annual return in prescribed form annually.
- Filing of audit report and accounts together with the annual return annually.
- Filing necessary forms with regard to appointments and resignations of directors.
- Engaging the services of a qualified and practicing company secretary.
For more info on company limited by guarantee contact us at salim@mmsadvocates.co.ke You can also contact us at MMS Advocates, Lower Duplex Apartments, LOWER HILL ROAD, or email us at info@mmsadvocates.co.ke