Nominee company/turnkey solutions for Kenya

Setting up a new company in Kenya is a time-consuming process and its completion usually takes 3 to 4 months for foreign entrepreneurs and multinationals. As a work around solution, Healy Consultants provides our multi-national Clients two fast solutions:

  1. Acquiring a ready-made Kenya company with an already approved corporate bank account; or
  2. Incorporating a new company using Healy Consultants Group PLC’s professional, passive nominee shareholders and directors and bank signatory;

With these two fast solutions, our Clients can expect to begin trading in Kenya within 2 to 3 weeks. Refer to the summary table below:

Comparing each corporate solution

 Nominee companyShelf companyNew company
Our recommended order of preference123
Estimated total cost of this engagementUS$23,850US$27,175US$13,750
How soon can the company issue invoices and sign legal contracts?4 weeks2 weeks3 months
How soon can the company hire local staff?2 months3 weeks4 months
How soon can we provide our Client a bank account number and tax number?3 months3 months4 months
Estimated timeframe to change the corporate structure?3 months3 monthsN/A
Paid-up share capital required?US$1US$1US$1
Foreign investment approval from BLA required?YesYesYes
Physical office required to be leased?NoNoNo
Draft InvoiceKenya nominee company draft invoiceKenya shelf company draft invoiceKenya new company draft invoice

Advantages and disadvantages of a fast-corporate structure solution

No.AdvantagesShelf companyNominee company
1.Your Firm will be able to i) invoice customers faster and collect receivables ii) minimize red tape and bureaucracy iii) hire local staff faster iv) sign legal contracts as soon as practical;YesYes
2.Our Client does not have to travel to Kenya for company registration and multi-currency corporate bank account opening;YesYes
3.It is not necessary to apply for an additional required business permit from Nairobi City County;YesNo
4.It is not necessary to register with Kenya Revenue Authority and the National Social Security Fund for staff recruitment.YesNo
No.DisadvantagesShelf companyNominee company
1.This is an expensive solution;YesYes
2.It may be necessary to amend the business activity and change company name;YesNo
3.The company might have had business operations in the past, which makes the handover process more complicated.YesNo

Steps to purchase a fast nominee corporate solution

No.StepsWeek
1.Healy Consultants Group PLC Compliance Team receives the required corporate and personal due diligence information from our Client;1
2.Our Client signs Healy Consultants engagement letter and returns the original to our Singapore Head office. Our Client settles our fees;1
3.Our Client confirms by email the planned corporate structure and e-mails the required due diligence;1
4.Healy Consultants registers our Client’s LLC and opens a corporate bank account using our temporary professional, passive nominee shareholders and directors and bank signatory.2
5.Healy Consultants provides our Client i) a company name and number ii) a company office address and iii) a corporate bank account number and iv) a tax number. In the meantime, Healy Consultants will act as the company’s nominee local shareholder and director;4
6.Our Client can inform customers and suppliers, issue invoices, sign legal contracts and hire local staff in Kenya;5
7.Healy Consultants prepares and emails our Client the required documents to appoint them as directors and part shareholders including i) the legal share allotment and legal share transfer ii) the change of company address and iii) the lease agreement in Kenya (if required);5
8.Our Client reviews and signs the documents in front of the Embassy of Kenya in our Client’s country of residence and courier-return the same;5
9.Upon receiving the legalized documents, Healy Consultants Company Secretary Team submits the documents together with an application to purchase shares to the Companies Registrar;6
10.The Registrar General Division approves the foreign shareholder to purchase shares in the local company. Immediately after, Healy Consultants submits an application to the Registrar of Companies to amend the company registration documents;8
11.The Companies Registrar issues the amended company documents, showing the new shareholder, company name, business activity and nominal share capital;9
12.Healy Consultants Company Secretary Team submits an application to our Client’s preferred county council office for the Business Certificate, which is required before commencement of business;10
13.Following a review of the business permit application, the Country Council office may revert to Healy Consultants for additional information. Healy Consultants and our Client provides the same in a timely manner;11
14.The country council office approves and issues a single business permit;12
15.Immediately after, Healy Consultants emails our Client i) Single Business Permit ii) Amended Business Registration Certificate and iii) new M&AA showing the appointment of the new foreign shareholders and directors;12
16.Healy Consultants’ Banking Team and our Client attends a meeting with the Kenyan bank to appoint our Client as the new bank signatory and submit the corporate bank package containing:

  • Signed appointment of bank signatory forms;
  • Client’s passport copy and proof of address;
  • Kenya company kit;
  • Other Client due diligence.

Following a review of the corporate bank account signatory change application, the bank(s) may revert to Healy Consultants for additional information. Healy Consultants and our Client provides the same in a timely manner;

There is a 50% chance that the bank will ask the new bank signatory to travel for a one-hour interview. As always, Healy Consultants will aggressively negotiate for a travel exemption, asking the bank to just perform a Skype or phone conversation with the bank signatory. Depending on Client nationality, sometimes we are successful and our Client does not have to travel to Kenya;

13
17.The bank approves the appointment of the new bank signatory and will courier internet banking documents (login, password etc) to Healy Consultants office or to our Client directly. If sent to us, we will activate internet banking on our Client’s behalf;14
18.Healy Consultants will courier the following to our Client:

  • Company kit containing original Kenya corporate documents;
  • The banking kit;
  • Healy Consultants Customer Satisfaction Survey.
15
19.Healy Consultants successfully completes our Client’s engagement.15

Steps to purchase a turnkey solution in Kenya

No.StepsWeek
1.Our Client couriers i) the signed engagement letter and ii) corporate and personal due diligence information to Healy Consultants Singapore office;1
2.Our Client confirms by email the planned corporate structure and e-mails the required due diligence. Only then will Healy Consultants Group PLC Company Secretary Team reserve the company name with Registrar of Companies;1
3.After our Client settles our fees, Healy Consultants Group PLC emails the details of the turnkey solution including i) company name and number ii) Certificate of Incorporation iii) M&AA iv) corporate bank account number and v) Income Tax PIN. Our Client can legally start their operations in Kenya;2
4.Healy Consultants Group PLC also emails our Client documents for the purchase of the shelf company for signature, notarization and attestation;2
5.Healy Consultants prepares the forms to appoint the new director(s) and change the bank signatory. The new director(s) courier the signed and attested versions of these forms along with i) passport copies and ii) proofs of address(es);3
6.The Kenya shelf company shareholder and director signs i) the legal share allotment and legal share transfer of 70% shares ii) the change of company name and address and iii) resigns as director of the company;4
7.Our Client signs legal documents appointing new directors and shareholders and bank signatory. Our Client changes the internet banking user name and passwords;4
8.Healy Consultants’ Company Secretary Team submits transfer documents to the Department of Registrar General Kenya for processing;5
9.Healy Consultants applies for new Personal Income Tax Identification Numbers for the new foreign shareholders and directors with the Kenya Revenue Authority;5
10.The Kenyan Companies Registrar approves the Kenya company change of company ownership application and emails Healy Consultants proof of the same;12
11.Healy Consultants then emails our Client i) the new certificate of incorporation with the new company name ii) the new M&AA with the new shareholders and directors;12
12.Healy Consultants Company Secretary Team also emails our Client the new personal income tax identification certificates;12
13.The bank forms are passed to the Kenya Bank officer along with the requested KYC documents. These documents will now be reviewed by the bank’s Legal and Compliance Department prior to appointing new bank signatory(s);12
14.To change bank signatory, there is a 30% probability our Client must travel to meet the bank in Kenya. If the bank signatory is already a customer of the bank, then there is a 90% probability a travel exemption will be granted. As always, Healy Consultants will skilfully negotiate a travel exemption for our Client by asking the bank to conduct a Skype or phone interview with the bank signatory. Depending on Client nationality, sometimes we are successful and our Client does not have to travel to Kenya.13
15.The bank’s Legal and Compliance Department concludes the due diligence check. Thereafter, the new bank signatory is approved;14
16.Healy Consultants updates i) the new corporate structure and ii) miscellaneous account details in the bank records;14
17.Our Client receives a courier from the bank comprising new internet banking information. The new bank signatory activates the internet banking.15
18.Healy Consultants will express courier the following to the Client i) unopened bank correspondence and bank tokens ii) original Kenya company documents and Healy Consultants Customer Satisfaction Survey;15
19.Healy Consultants successfully completes the engagement;16

Contact us

For additional information on our company registration services in Kenya, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Mr. Kunal Fabiani, directly:
client relationship officer - Kunal