How to Register a Foundation in Kenya

Registering a foundation in Kenya — whether charitable or non-profit — makes your organization legally recognized and trusted. It gives you the ability to open bank accounts, receive funding, get tax benefits (if eligible), and protect your trustees and assets. If you skip steps or get the paperwork wrong, you may face delays, rejection, or legal issues down the line.

Quick Answer — At a Glance

1. Decide the legal form: trust (Trustees Act) or company limited by guarantee.

2. Reserve a unique name via Business Registration Service (BRS).

3. Prepare constitution / trust deed and other founding documents.

4. Submit to the proper registrar (Registrar of Companies or Registrar-General) + pay fees.

5. Get certificate of registration and register for KRA / compliance as needed.

Step-by-Step Guide

1. Decide the legal form

   • Choose whether your foundation will be a trust under the Trustees Act or a company limited by guarantee under the Companies Act.

   • If charitable, ensure your objectives clearly serve public benefit.

2. Reserve the foundation name

   • Propose 2-3 names in order of preference.

   • Carry out a name search via the Business Registration Service.

   • Reserve the chosen name officially.

3. Prepare founding documents

   • For a trust: draft a Trust Deed stating the objectives, trustees, powers and responsibilities.

   • For a company limited by guarantee: prepare the Memorandum and Articles of Association plus minutes of the first meeting. Provide IDs/passports of trustees/directors.

4. Submit application to the correct registrar

   • If forming a trust: submit the trust deed (stamped) to the Registrar-General.

   • If forming a company limited by guarantee: submit documents to the Registrar of Companies via BRS.

5. Pay required fees

   • Expect fees for name reservation, stamp duty, and registration. See typical foundation registration costs.

6. Receive certificate and obtain compliance registrations

   • Once approved, you’ll get a Certificate of Incorporation (company) or Certificate of Registration (trust).

   • If charitable, register with KRA for tax exemption and ensure compliance with nonprofit regulations.

7. Post-registration steps

   • Open a bank account in the foundation’s name.

   • Keep accurate records: minutes, financials, trustee meetings.

   • Renew licenses or compliance as required by law.

Important Notes & Tips

• Costs vary: trusts may be cheaper than companies, but both require legal documents.

• A trust deed must be stamped before registration.

• Timelines range from 1–3 months depending on completeness.

• Use clear, public benefit language in your objectives to qualify for tax exemption and donor funding.

• Legal advice is strongly recommended for drafting the constitution or trust deed.

FAQs

What’s the difference between a trust and a company limited by guarantee as forms of foundation?
A trust is governed by the Trustees Act, with trustees controlling assets. A company limited by guarantee is a corporate entity under the Companies Act, with directors/trustees, and more formal governance.

Do I need to pay KRA tax with a foundation?
Charitable foundations can apply for tax exemption, but registration with KRA and meeting set criteria is required.

How many trustees or directors are required?
Usually at least two or three trustees for a trust, and multiple directors/trustees for a company. At least one Kenyan citizen is normally required.

Can non-Kenyan citizens be founding members?
Yes, but there may be rules about having Kenyan trustees or satisfying local residency requirements.

Will the foundation’s registration take long?
It depends on document readiness and type. Trusts may take 1-3 months; companies limited by guarantee may take 2-3 months.