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How To Upgrade Your Partnership Business To Limited Liability Company

Are you planning to upgrade your partnership business to be a limited company? Well, we will be taking you through each step that you will need to go through to make that happen.

Firstly, you will need to have the following information/documents with you.

  1. Nature of Business – For example real estate, road construction, business consultant, tours & travel.
  2. At least two (2) company directors and maximum of seven (7) company directors. If you have more members, then you can add them as shareholders.
  3. Occupation for each of the director needs to be indicated. For example; engineer, businessman, businesswoman, doctor, civil engineer etc.
  4. Postal address for each of the director. (For example: P.O. Box 12345-00100, Nairobi)
  5. Copy of ID/Passport for each director. (make sure that you have a copy of both front & back side)
  6. Copy of KRA PIN Certificate for each director.
  7. Passport Photo for each director – make sure it has a clear white background.
  8. Original Partnership Business Certificate.
  9. Shares allocation – how much ownership will each director have in the company e.g. 60%/40%, 50%/50%.
  10. Situation of Registered Office – Land Reference (LR) Number, Street Name, Town Name, Postal Address (If you are starting your business from home, you will also need to provide those details. You can later update the Form 201 once you acquire a business premises for your business.

Once you have gathered all the above requirements, the preparation of Memorandum & Article of Association and other documents will begin.

Here are the documents that you will be expected to sign;

I). Memorandum & Article of Association – This document will contain around 18-22 pages depending on how long your nature of business is. But the pages that will need to be signed is only 6 pages, where all directors are expected to sign next to their names. Scanning or photocopy of signatures is not allowed and Company Registry may disapprove your company registration.

II). Stamp Duty Form (Statement of Nominal Capital) – On this form, you will see the nominal share capital figures which has to match the details on the Memorandum & Article of Association. Only one of the company’s directors can sign this form.

See also: Nominal Share Capital Explained

III). Notice of Situation of Registered Office (Form 201) – This document will contain the location of the business whether the office location or home office location. One of the company’s directors will also be required to sign this document.

IV). Notice of Cessation Form – This is a crucial document that is required to be signed by current owners of the partnership business. This document will allow the process of winding/closing up the partnership business to pave way for the limited company entity to replace it. One of the company’s directors will also need to sign this document.

After you have submitted the signed documents, it will be taken for stamp duty and then Company Registry for processing. It can take up-to 2 weeks for Company Registrar to process the Certificate of Incorporation depending on their workload.

Once the Company Registry has issued your Certificate of Incorporation together with Memorandum & Article of Association, you will be able to take it to KRA offices to perform data loading. After data loading is done, you can be able to apply for the KRA PIN for your limited company.

See Also: Step by Step Guide For KRA PIN Registration – Limited Company

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