Kenya
Corporate Guide

What are the different types of companies that can be incorporated in Kenya?

The Companies Act provides for the following types of companies: 

Companies limited by shares

A company is limited by shares if the liability of its members is limited by the company's articles to any amount unpaid on the shares held by the members. 

Companies limited by guarantee

A company is limited by a guarantee if it does not have a share capital, the liability of its members is limited by the company's articles to the amount the members undertake to contribute to the assets of the company in the event of its liquidation and its certificate of incorporation states that it is limited by guarantee.

Unlimited companies

A company is unlimited if there is no limit on the liability of its members and its certificate of incorporation states that the liability of its members is unlimited. 

In practice, the following types of companies, which can be either limited by shares or limited by guarantee, can be incorporated in Kenya:

• Private limited companies whose articles restrict a member's right to transfer shares, limit membership to 50, prohibit public invitations to subscribe for shares or debentures of the company and require all members to consent to add a new member. 
• Public limited companies whose articles allow its members the right to transfer their shares in the company and do not prohibit invitations to the public to subscribe for shares or debentures of the company. 
• Companies limited by guarantee do not have a share capital, the liability of its members is limited by its articles to the amount that the members undertake to contribute to the assets of the company in the event of its liquidation.