Certificate of incorporation in Kenya: what it proves and how to get one for tenders

What it is

A certificate of incorporation is the document the Business Registration Service issues when a company is entered on the register under the Companies Act. It carries the company's name, its registration number and the date of incorporation, and it is the primary proof that the company exists as a legal person.

A business name (a sole trader or a partnership) is registered under a different law and receives a certificate of registration instead. Tenders usually accept either, but a company and a business name have different obligations, so read the tender's instructions for which forms of business it accepts.

Who must have it

Every procuring entity asks for proof of registration at preliminary evaluation, and the certificate of incorporation or registration is that proof. It is also the first document every other registration asks for: the KRA PIN, the CR12, AGPO, NCA and the county permit all start from it.

Documents you need

Registration is done online. Expect to provide:

• Proposed company names, in order of preference, for a name search
• National ID or passport copies and KRA PINs of every director and shareholder
• The shareholding and the share capital
• The registered office address and a postal address
• Passport photographs and signatures where the portal asks for them
• Anything else the BRS portal lists at the time you apply

How to apply, step by step

• Create or sign in to an eCitizen account and open the Business Registration Service.
• Reserve a company name. A name search checks it is available and not misleading.
• Fill the incorporation forms: directors, shareholders, share capital, registered office, and the standard articles or your own.
• Upload the supporting documents and pay the fee shown on the portal.
• Once approved, download the certificate of incorporation and the registration documents from your eCitizen account.

Validity and what to keep current

The certificate itself does not expire. What does lapse is the company's standing: annual returns must be filed with the BRS each year, and a company that falls behind can be flagged or eventually struck off. A CR12, which procuring entities ask for alongside the certificate, reflects the current state of the register, so keep the returns and any changes of directors or shareholders filed.

Why bids get thrown out over it

• The name on the certificate does not match the name on the tender forms, the KRA PIN or the bank letter.
• A certified copy was required and a plain photocopy was attached.
• The firm bid as a company but holds a business name registration, or the other way round, where the tender restricted the form of business.
• The copy attached was unreadable or missing the registration number.

How Tendakazi helps

The vault keeps the certificate with your other statutory documents so it is attached to every bid in the same, legible form. When our analysts read a tender, they check it against what you hold and tell you if the entity wants a certified copy or a particular form of business. If you are not yet registered, you can order company registration as a quoted service and we handle it with the BRS.

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